Bella Todd Michael 4

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).