Vellines Jeffrey 4

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.