FERGUSON THOMAS E 4

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.