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AWI (AWI) director receives 876 restricted stock units as annual retainer grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Holder Richard D reported acquisition or exercise transactions in this Form 4 filing.

ARMSTRONG WORLD INDUSTRIES INC director equity grant: Director Richard D. Holder received 876 restricted stock units of common stock on June 12, 2026 at no cash cost, as the equity portion of his annual retainer under the nonemployee Director Compensation Program.

The units were granted under the 2016 Directors Stock Unit Plan and vest, contingent on continued service, on the earlier of the next annual shareholders meeting, the director’s death or total and permanent disability, or a Change in Control as defined in the plan. After this grant, Holder had 6,223 units reported as directly owned, which include vested and unvested units as well as units not yet acquirable.

Positive

  • None.

Negative

  • None.
Insider Holder Richard D
Role null
Type Security Shares Price Value
Grant/Award Common Stock 876 $0.00 --
Holdings After Transaction: Common Stock — 6,223 shares (Direct, null)
Footnotes (1)
  1. Restricted stock units granted under the 2016 Directors Stock Unit Plan (the "2016 Plan"), and as part of the Issuer's nonemployee Director Compensation Program. The units vest (contingent upon the Director's continued service as of such date) on the earlier of (i) the date of the next annual shareholders meeting following the grant; (ii) the death or total and permanent disability of the Director; or (iii) the date of any Change in Control (as defined in the 2016 Plan). Vested units will be acquirable by the Director, at the election of the Director: (i) at the vesting of the units on the date of the next annual shareholders meeting following the grant or (ii) at the time of the Director's termination of service. Represents an annual grant of restricted stock units as the equity portion of the Director's retainer for Board service under the Issuer's nonemployee Director Compensation Program. The grant date fair value of the units is calculated under the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 using the closing stock price of the Issuer's common shares on June 12, 2026, which price was $154.21. Includes vested and unvested units as well as units not yet acquirable by the Director. Under the terms of the 2016 Plan, vested units under the 2016 Plan are not acquirable by the Director until, at the election of the Director: (i) the vesting of the units on the date of the next annual shareholders meeting following the grant or (ii) the time of the Director's termination of service.
Restricted stock units granted 876 units Annual director retainer grant on June 12, 2026
Grant valuation share price $154.21 per share Closing common share price on June 12, 2026 used under ASC 718
Holdings after transaction 6,223 units Total directly owned units following the grant
restricted stock units financial
"Restricted stock units granted under the 2016 Directors Stock Unit Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2016 Directors Stock Unit Plan financial
"Restricted stock units granted under the 2016 Directors Stock Unit Plan (the "2016 Plan")"
nonemployee Director Compensation Program financial
"as part of the Issuer's nonemployee Director Compensation Program"
Change in Control financial
"the date of any Change in Control (as defined in the 2016 Plan)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Accounting Standards Codification Topic 718 financial
"calculated under the Financial Accounting Standards Board's Accounting Standards Codification Topic 718"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Holder Richard D
(Last)(First)(Middle)
C/O ARMSTRONG WORLD INDUSTRIES, INC.
2500 COLUMBIA AVENUE
(Street)
LANCASTER PENNSYLVANIA 17603
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [ AWI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)06/12/2026A876(2)A$06,223(3)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Restricted stock units granted under the 2016 Directors Stock Unit Plan (the "2016 Plan"), and as part of the Issuer's nonemployee Director Compensation Program. The units vest (contingent upon the Director's continued service as of such date) on the earlier of (i) the date of the next annual shareholders meeting following the grant; (ii) the death or total and permanent disability of the Director; or (iii) the date of any Change in Control (as defined in the 2016 Plan). Vested units will be acquirable by the Director, at the election of the Director: (i) at the vesting of the units on the date of the next annual shareholders meeting following the grant or (ii) at the time of the Director's termination of service.
2. Represents an annual grant of restricted stock units as the equity portion of the Director's retainer for Board service under the Issuer's nonemployee Director Compensation Program. The grant date fair value of the units is calculated under the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 using the closing stock price of the Issuer's common shares on June 12, 2026, which price was $154.21.
3. Includes vested and unvested units as well as units not yet acquirable by the Director. Under the terms of the 2016 Plan, vested units under the 2016 Plan are not acquirable by the Director until, at the election of the Director: (i) the vesting of the units on the date of the next annual shareholders meeting following the grant or (ii) the time of the Director's termination of service.
Remarks:
See Exhibit 24 - Power of Attorney
/s/ Alan M. Kidd, Attorney-in-fact06/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did AWI director Richard D. Holder report in this Form 4?

Richard D. Holder reported receiving 876 restricted stock units of ARMSTRONG WORLD INDUSTRIES INC common stock as part of his annual director retainer. The units were granted with no cash paid per share and are subject to specific vesting conditions tied to his board service.

How many AWI shares or units does Richard D. Holder hold after this transaction?

Following the June 12, 2026 grant, Richard D. Holder is reported as directly owning 6,223 units tied to ARMSTRONG WORLD INDUSTRIES INC common stock. This figure includes vested and unvested units, as well as units that are not yet acquirable under the 2016 Directors Stock Unit Plan.

What are the vesting terms for the AWI restricted stock units granted to the director?

The 876 restricted stock units vest if Richard D. Holder continues serving as a director until the earlier of the next annual shareholders meeting, his death or total and permanent disability, or a qualifying Change in Control, all as defined under ARMSTRONG WORLD INDUSTRIES INC’s 2016 Directors Stock Unit Plan.

How is the value of the AWI restricted stock units grant determined?

The grant date fair value of the restricted stock units to Richard D. Holder is calculated under FASB Accounting Standards Codification Topic 718, using ARMSTRONG WORLD INDUSTRIES INC’s closing common share price of $154.21 on June 12, 2026 as the valuation basis for the award.

When can the AWI director actually acquire the vested restricted stock units?

Under the 2016 Directors Stock Unit Plan, vested units become acquirable by Richard D. Holder at his election either at vesting on the date of the next annual shareholders meeting following the grant or at the time of his termination of board service with ARMSTRONG WORLD INDUSTRIES INC.