Zerillo Jeffrey 4

What Happened
Jeffrey Zerillo, Senior Vice President of Operations at Prestige Consumer Healthcare (PBH), received equity awards and completed a small open‑market sale. On May 4, 2026, 2,450 performance stock units (PSUs) settled and were issued as shares (reported as an award). To satisfy tax withholding, 1,243 of those shares were withheld (reported as disposition, value $68,750 at $55.31). He was also granted 2,857 restricted stock units (RSUs) on May 4, 2026 that vest in future installments. On May 5, 2026 he sold 346 shares in the open market at $55.32 for $19,141. Net from the PSU settlement (after withholding and the subsequent sale) he retained 861 shares.

Key Details

• Transaction dates: May 4, 2026 (PSU settlement, tax withholding, RSU grant) and May 5, 2026 (open‑market sale). Filing date: May 6, 2026 (Form 4).
• Prices and reported values: tax withholding 1,243 shares @ $55.31 = $68,750; open‑market sale 346 shares @ $55.32 = $19,141. Awards reported at $0 (non‑cash grants).
• Net change from the PSU settlement: +861 shares retained (2,450 settled − 1,243 withheld − 346 sold).
• Unvested RSUs: 2,857 shares granted; footnote states they vest in three installments—952 shares on May 4, 2027; 952 on May 4, 2028; and 953 on May 4, 2029.
• Footnote on PSUs: settlement reflects PSUs granted May 5, 2023 that vested May 4, 2026 based on per‑share growth goals.
• Shares owned after the transactions (total holdings) are not disclosed in the filing.

Context

• The principal activity here is an award settlement (PSUs converting to shares) with routine tax withholding and a small open‑market sale. Tax withholding of shares (code F) is common after vesting and does not by itself indicate a change in view on the company.
• The RSU grant is unvested and will vest over the next three years per the schedule above.
• The Form 4 was filed two days after the transactions (May 6 for May 4/5 transactions), which is consistent with standard SEC timing for insiders.