Bella Todd Michael 4
4 · AZZ INC · Filed Apr 29, 2026
Research Summary
AI-generated summary of this filing
AZZ President Bella Todd Michael Receives Awards, Sells Shares for Taxes
What Happened
- Bella Todd Michael, President — Metal Coatings at AZZ (AZZ), had multiple restricted stock units (RSUs) and performance share units (PSUs) vest/convert in late April 2026 and AZZ withheld shares to satisfy tax obligations. In total, 4,582 shares were converted/issued through exercises/conversions and dividend-equivalent settlements, and 1,494 of those shares were disposed/withheld to cover taxes for an aggregate withholding value of approximately $211,905 (120 shares @ $144.78 = $17,374; 210 shares @ $141.58 = $29,732; 1,164 shares @ $141.58 = $164,799). Separately, on 4/27/2026 the reporting person was granted 1,010 RSUs and 1,009 PSUs under AZZ’s long‑term incentive plan (future vesting/performance conditions apply).
Key Details
- Transaction dates: primary activity on 4/25/2026 (vesting adjusted to 4/27 per NYSE rules), 4/27/2026 (grants), and 4/28/2026 (PSU vest/settlement). Filing date: 2026-04-29.
- Prices/values: tax-withholding disposals totaled ~$211,905 (see per-tranche values above). The exercised/converted derivative entries show $0 price because they reflect vesting/settlement into shares, not a cash purchase.
- Shares owned after transaction: not disclosed in the provided filing.
- Notable footnotes:
- Tax withholding: the disposals reflect shares surrendered to satisfy tax withholding obligations (F2).
- PSU vesting: PSUs granted 4/28/2023 paid out above target (1,909 target PSUs + 1,603 additional PSUs earned at 184% achievement) (F10, F11, F4).
- Dividend-equivalent rights on RSUs were settled in shares (F1, F3).
- New grants on 4/27/2026 (1,010 RSUs and 1,009 PSUs) were awarded under AZZ’s LTIP; RSUs vest ratably over 3 years and PSUs are subject to a 3‑year performance cycle with metrics and a max 200% payout (F12, F13).
- Timeliness: filing was made 4/29/2026; because the April 25 vesting was applied to the next NYSE business day (4/27), the Form 4 appears to have been filed timely.
Context
- These transactions are primarily vesting and settlement of compensation awards, not open‑market purchases or discretionary sales. The withheld/returned shares were used solely to satisfy tax withholding (a routine, non‑market sale mechanism).
- PSUs are performance‑based awards: the filing notes above‑target achievement for the 3‑year cycle ending Feb 28, 2026, which increased the number of shares delivered. New PSUs granted in 2026 will vest/pay out based on multi‑year performance metrics (Total Shareholder Return relative to peers and Return on Invested Capital).
Insider Transaction Report
Form 4
AZZ INCAZZ
Bella Todd Michael
President-Metal Coatings
Transactions
- Exercise/Conversion
COMMON STOCK
2026-04-25+324→ 3,676 total - Exercise/Conversion
COMMON STOCK
[F1]2026-04-25+4→ 3,680 total - Tax Payment
COMMON STOCK
[F2]2026-04-25$144.78/sh−120$17,374→ 3,560 total - Exercise/Conversion
COMMON STOCK
2026-04-28+637→ 4,197 total - Exercise/Conversion
COMMON STOCK
[F3]2026-04-28+16→ 4,213 total - Tax Payment
COMMON STOCK
[F2]2026-04-28$141.58/sh−210$29,732→ 4,003 total - Exercise/Conversion
COMMON STOCK
2026-04-28+3,512→ 7,515 total - Exercise/Conversion
COMMON STOCK
[F4]2026-04-28+89→ 7,604 total - Tax Payment
COMMON STOCK
[F2]2026-04-28$141.58/sh−1,164$164,799→ 6,440 total - Exercise/Conversion
Restricted Stock Units
[F5][F6][F7]2026-04-25−324→ 324 total→ COMMON STOCK (324 underlying) - Exercise/Conversion
Restricted Stock Units
[F5][F8][F7]2026-04-28−637→ 0 total→ COMMON STOCK (637 underlying) - Exercise/Conversion
Performance Share Units
[F9][F10][F11][F7]2026-04-28−3,512→ 0 total→ COMMON STOCK (3,512 underlying) - Award
Restricted Stock Units
[F5][F12][F7]2026-04-27+1,010→ 1,010 total→ COMMON STOCK (1,010 underlying) - Award
Performance Share Units
[F9][F13][F7]2026-04-27+1,009→ 1,009 total→ COMMON STOCK (1,009 underlying)
Footnotes (13)
- [F1]Reflects the vesting of dividend equivalent rights that accrued on 324 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 1,909 target PSUs and 1,603 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 637 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 1,909 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 Todd Michael Bella|2026-04-28