Vellines Jeffrey 4
4 · AZZ INC · Filed Apr 29, 2026
Research Summary
AI-generated summary of this filing
AZZ (AZZ) Pres/COO Jeffrey Vellines Receives Awards, Sells Shares
What Happened
- Jeffrey Vellines, President & COO (Precoat Metals) of AZZ, had a mix of equity vestings/conversions and tax-withholding share dispositions. Between April 25–28, 2026 he converted/received a total of 10,633 shares (vesting of RSUs and PSUs and settled dividend equivalents) and 3,121 of those shares were surrendered/sold to satisfy tax withholding obligations for a total withholding value of $442,931 (three withholding transactions at $144.78, $141.58 and $141.58 per share).
Key Details
- Transaction types: M = exercise/conversion of derivative (vested RSUs/PSUs and dividend equivalents); A = grant/award; F = payment of tax withholding (disposition).
- Dates and per-share withholding prices:
- 2026-04-25: 331 shares withheld at $144.78 = $47,922
- 2026-04-28: 427 shares withheld at $141.58 = $60,455
- 2026-04-28: 2,363 shares withheld at $141.58 = $334,554
- Shares received (vested/converted) on 4/25–4/28 and via 4/27 grants: total 10,633 shares (recorded as acquired at $0 because they were awards/vestings).
- Shares surrendered for taxes: 3,121; net increase in common shares held = +7,512 (10,633 acquired − 3,121 withheld).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes of note:
- F10/F11: 5,164 shares reflect PSUs granted 4/28/2023 that paid out at 184% of target (2,807 target + 2,357 overperformance).
- F1/F3/F4: Dividend equivalents on certain RSUs/PSUs were settled in shares.
- F12/F13: New 4/27/2026 RSU and PSU grants were recorded; future vesting/performance schedules and metrics described (multi-year vesting and performance periods; FY2027 PSUs capped at 200% of target).
- F2/F7: Dispositions were to satisfy tax withholding; vested shares are not subject to expiration once vested.
- Filing: Form 4 filed 2026-04-29 reporting transactions from 4/25–4/28/2026.
Context
- These transactions are routine: awards/PSU/RSU vesting and the surrender of shares to satisfy tax withholding (F-coded dispositions) — not open-market sales that signal an intentional cash-out.
- For clarity: M-coded entries here reflect conversion/settlement of awarded performance- or restricted-stock units into common shares. The F-coded entries are not discretionary sell orders for investment purposes but tax withholdings arising from the vesting events.
Insider Transaction Report
Form 4
AZZ INCAZZ
Vellines Jeffrey
Pres & COO - Precoat Metals
Transactions
- Exercise/Conversion
COMMON STOCK
2026-04-25+734→ 2,890 total - Exercise/Conversion
COMMON STOCK
[F1]2026-04-25+9→ 2,899 total - Tax Payment
COMMON STOCK
[F2]2026-04-25$144.78/sh−331$47,922→ 2,568 total - Exercise/Conversion
COMMON STOCK
2026-04-28+936→ 3,504 total - Exercise/Conversion
COMMON STOCK
[F3]2026-04-28+23→ 3,527 total - Tax Payment
COMMON STOCK
[F2]2026-04-28$141.58/sh−427$60,455→ 3,100 total - Exercise/Conversion
COMMON STOCK
2026-04-28+5,164→ 8,264 total - Exercise/Conversion
COMMON STOCK
[F4]2026-04-28+131→ 8,395 total - Tax Payment
COMMON STOCK
[F2]2026-04-28$141.58/sh−2,363$334,554→ 6,032 total - Exercise/Conversion
Restricted Stock Units
[F5][F6][F7]2026-04-25−734→ 734 total→ COMMON STOCK (734 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F8][F7]2026-04-28−936→ 0 total→ COMMON STOCK (936 underlying) - Exercise/Conversion
Performance Share Units
[F9][F10][F11][F7]2026-04-28−5,164→ 0 total→ COMMON STOCK (5,164 underlying) - Award
Restricted Stock Units
[F5][F12][F7]2026-04-27+1,818→ 1,818 total→ COMMON STOCK (1,818 underlying) - Award
Performance Share Units
[F9][F13][F7]2026-04-27+1,818→ 1,818 total→ COMMON STOCK (1,818 underlying)
Footnotes (13)
- [F1]Reflects the vesting of dividend equivalent rights that accrued on 734 restricted stock units (RSUs) granted on , which AZ4/25/2024Z 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 2,807 target PSUs and 2,357 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 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 936 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 2,807 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 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 Jeffrey Vellines|2026-04-28