FERGUSON THOMAS E 4
4 · AZZ INC · Filed Apr 29, 2026
Research Summary
AI-generated summary of this filing
AZZ CEO Thomas E. Ferguson Receives Awards, Sells Shares for Taxes
What Happened
- Thomas E. Ferguson, President & CEO and director of AZZ (AZZ), had multiple equity events around April 25–28, 2026: vested performance and restricted stock units converted into common shares (recorded as “exercise/conversion” of derivatives at $0) and received new equity awards. In connection with vesting/conversion, 25,910 shares were disposed to satisfy tax withholding obligations for total proceeds/withholding of about $3,675,673 (three disposals: 2,292 @ $144.78 = $331,836; 3,622 @ $141.58 = $512,803; 19,996 @ $141.58 = $2,831,034). Gross shares acquired from conversions/grants totaled approximately 89,908, leaving a net increase of about 63,998 shares after withholding.
- These were not open-market sales for cash gain but routine tax-withholding dispositions following vesting/settlement of PSUs and RSUs.
Key Details
- Transaction dates: April 25–28, 2026 (note: April 25 was a Saturday so some RSUs vested on the next NYSE business day, April 27).
- Material amounts:
- Acquired (vested/converted or newly granted): ~89,908 shares (multiple RSU/PSU conversions and new awards).
- Disposed (tax withholding): 25,910 shares for ~$3,675,673 total.
- Net change in common shares from these events: ~+63,998 shares.
- Notable footnotes:
- PSUs granted 4/28/2023 paid out at 184% of target, producing an above-target payout (F10, F11).
- Dividend equivalents on RSUs/PSUs were settled in shares (F1, F3, F4).
- New RSUs and PSUs granted on 4/27/2026 were awarded as part of the annual program; RSUs vest ratably over 3 years (vesting begins 4/27/2027) and FY2027 PSUs have a 3-year performance cycle with up to 200% payout (F12, F13).
- Filing timeliness: Form 4 filed 2026-04-29 for events in late April 2026 — not indicated as late in the filing (no late-filing remark).
Context
- Transaction codes: M = exercise/conversion of derivative (here, conversion of RSUs/PSUs into common shares recorded at $0), A = grant/award, F = payment to satisfy tax withholding. The $0 “exercise” price reflects settlement of restricted or performance units in shares rather than a cash option exercise.
- The disposals were to cover tax withholding — routine and not the same as an open-market sale revealing a view on company prospects.
- These filings are informational about insider equity compensation and routine withholding; they do not by themselves indicate CEO buying or selling for investment reasons.
Insider Transaction Report
Form 4
AZZ INCAZZ
FERGUSON THOMAS E
DirectorPresident and CEO
Transactions
- Exercise/Conversion
COMMON STOCK
2026-04-25+5,749→ 167,330 total - Exercise/Conversion
COMMON STOCK
[F1]2026-04-25+76→ 167,406 total - Tax Payment
COMMON STOCK
[F2]2026-04-25$144.78/sh−2,292$331,836→ 165,114 total - Exercise/Conversion
COMMON STOCK
2026-04-28+8,978→ 174,092 total - Exercise/Conversion
COMMON STOCK
[F3]2026-04-28+229→ 174,321 total - Tax Payment
COMMON STOCK
[F2]2026-04-28$141.58/sh−3,622$512,803→ 170,699 total - Exercise/Conversion
COMMON STOCK
2026-04-28+49,554→ 220,253 total - Exercise/Conversion
COMMON STOCK
[F4]2026-04-28+1,265→ 221,518 total - Tax Payment
COMMON STOCK
[F2]2026-04-28$141.58/sh−19,996$2,831,034→ 201,522 total - Exercise/Conversion
Restricted Stock Units
[F5][F6][F7]2026-04-25−5,749→ 5,749 total→ COMMON STOCK (5,749 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F8][F7]2026-04-28−8,978→ 0 total→ COMMON STOCK (8,978 underlying) - Exercise/Conversion
Performance Share Units
[F9][F10][F11][F7]2026-04-28−49,554→ 0 total→ COMMON STOCK (49,554 underlying) - Award
Restricted Stock Units
[F5][F12][F7]2026-04-27+12,029→ 12,029 total→ COMMON STOCK (12,029 underlying) - Award
Performance Share Units
[F9][F13][F7]2026-04-27+12,028→ 12,028 total→ COMMON STOCK (12,028 underlying)
Footnotes (13)
- [F1]Reflects the vesting of dividend equivalent rights that accrued on 5,749 restricted stock units (RSUs) granted on 4/25/2024, which AZZ has settled in shares of AZZ common stock.
- [F10]Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 4/28/2023. This number represents 26,932 target PSUs and 22,622 additional PSUs earned based on the achievement of 184% of pre-established performance metric during the performance cycle.
- [F11]The PSUs granted on 4/28/2023 were awarded under AZZs 2014 Long Term Incentive Plan as part of the Issuers annual equity award process and had a 3-year performance cycle (3/1/2023 to 2/28/2026).
- [F12]The RSUs granted on 4/27/2026 under AZZs 2023 Long-Term Incentive Plan as part of the Issuers annual equity award process were awarded and will vest ratably over a 3-year period beginning on 4/27/2027.
- [F13]The PSUs granted on 4/27/2026 were awarded under AZZ's 2023 Long Term Incentive Plan as part of the Issuer's annual equity award process. The PSUs represent 100% of the target number of PSUs that could be earned by the Reporting Person at the end of the 3-year performance cycle, which runs from March 1, 2026 to February 28, 2029. The FY2027 PSU performance metrics are AZZ's Total Shareholder Return relative to its executive compensation peer group and Return on Invested Capital. The maximum payout for the FY2027 PSUs shall not to exceed 200% of the target award.
- [F2]The reporting person disposed of shares of common stock to satisfy tax withholding obligations.
- [F3]Reflects the vesting of dividend equivalent rights that accrued on 8,978 restricted stock units (RSUs) granted on 4/28/2023, which AZZ has settled in shares of AZZ common stock.
- [F4]Represents the vesting of dividend equivalent rights that accrued on the target performance share units (PSUs) of 26,932 granted on 4/28/2023, which AZZ has settled in shares of AZZ common stock.
- [F5]Each RSU represents a contingent right to receive one share of AZZ common stock.
- [F6]The RSUs were granted on 4/25/2024 under AZZs 2023 Long-Term Incentive Plan and vest ratably over a 3-year period beginning on 4/25/2025.
- [F7]Once vested, the shares of AZZ common stock are not subject to expiration.
- [F8]The RSUs were granted on 4/28/2023 under AZZs 2014 Long-Term Incentive Plan and vested ratably over a 3-year period which began on 4/28/2024.
- [F9]Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results at the end of the 3-year performance cycle.
Signature
/s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson|2026-04-28