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  4. [Form 4] ARMSTRONG WORLD INDUSTRIES INC Insider Trading Activity

Armstrong (NYSE: AWI) CEO vests 13,423 PSUs, 5,839 shares withheld

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

Rhea-AI Filing Summary

Armstrong World Industries President & CEO Mark A. Hershey converted 13,423 performance-based restricted stock units into the same number of common shares on April 8, 2026, at a stated price of $0.00 per share, following certification of performance goals.

To cover related tax obligations, the company withheld 5,839 common shares valued at $172.77 per share. After this compensation-driven vesting and tax withholding, Hershey’s direct common stock holdings increased to 64,777 shares, reflecting a net addition of 7,584 shares.

Positive

  • None.

Negative

  • None.
Insider Hershey Mark A
Role President & CEO
Type Security Shares Price Value
Exercise Performance Based Restricted Stock Units 13,423 $0.00 --
Exercise Common Stock 13,423 $0.00 --
Tax Withholding Common Stock 5,839 $172.77 $1.01M
Holdings After Transaction: Performance Based Restricted Stock Units — 0 shares (Direct); Common Stock — 70,616 shares (Direct)
Footnotes (1)
  1. Reflects the conversion of previously granted performance restricted stock units into shares of Issuer's common stock in connection with the earning and payment of the units based on underlying performance metrics. Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax obligations incurred upon the earning and payment of certain restricted stock units granted to the Reporting Person under the 2022 Equity and Cash Incentive Plan. Each performance restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The performance restricted stock units were granted on March 1, 2023, under the 2022 Equity and Cash Incentive Plan of the Issuer. The performance period for the performance restricted stock units was January 1, 2023 to December 31, 2025, with the performance restricted stock units vesting at the conclusion of the performance period and earning and payment subject to achievement and certification of pre-established performance conditions. Achievement of the performance conditions was certified by the Management Development and Compensation Committee of the Board of Directors of the Issuer on April 8, 2026. Not applicable.
RSUs converted 13,423 units/shares Performance-based RSUs converted to common stock on April 8, 2026
Tax withholding shares 5,839 shares Common shares withheld to satisfy tax obligations
Withholding share value $172.77 per share Value used for shares withheld for taxes
Post-transaction holdings 64,777 shares CEO’s direct common stock holdings after transactions
Net new shares 7,584 shares RSUs converted (13,423) minus tax-withheld shares (5,839)
RSU grant date March 1, 2023 Grant date of performance restricted stock units
Performance period Jan 1, 2023 – Dec 31, 2025 Measurement period for performance-based RSUs
Certification date April 8, 2026 Performance achievement certified by board committee
performance restricted stock units financial
"Reflects the conversion of previously granted performance restricted stock units into shares of Issuer's common stock"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
tax obligations financial
"Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax obligations"
2022 Equity and Cash Incentive Plan financial
"granted to the Reporting Person under the 2022 Equity and Cash Incentive Plan"
vested financial
"the performance restricted stock units vesting at the conclusion of the performance period"
Management Development and Compensation Committee financial
"Achievement of the performance conditions was certified by the Management Development and Compensation Committee of the Board of Directors"
contingent right financial
"Each performance restricted stock unit represents a contingent right to receive one share of Issuer's common stock"
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*
Hershey Mark A
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026		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 Stock04/08/2026M13,423(1)A$070,616D
Common Stock04/08/2026F5,839(2)D$172.7764,777D
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
Performance Based Restricted Stock Units(3)04/08/2026M13,423 (4) (5)Common Stock13,423$00D
Explanation of Responses:
1. Reflects the conversion of previously granted performance restricted stock units into shares of Issuer's common stock in connection with the earning and payment of the units based on underlying performance metrics.
2. Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax obligations incurred upon the earning and payment of certain restricted stock units granted to the Reporting Person under the 2022 Equity and Cash Incentive Plan.
3. Each performance restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
4. The performance restricted stock units were granted on March 1, 2023, under the 2022 Equity and Cash Incentive Plan of the Issuer. The performance period for the performance restricted stock units was January 1, 2023 to December 31, 2025, with the performance restricted stock units vesting at the conclusion of the performance period and earning and payment subject to achievement and certification of pre-established performance conditions. Achievement of the performance conditions was certified by the Management Development and Compensation Committee of the Board of Directors of the Issuer on April 8, 2026.
5. Not applicable.
/s/ Alan M. Kidd, Attorney-in-fact04/10/2026
** 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 President & CEO Mark A. Hershey report on this Form 4?

Mark A. Hershey reported vesting and conversion of 13,423 performance-based restricted stock units into common shares, along with share withholding for taxes. These transactions reflect compensation vesting rather than open-market stock purchases or sales.

How many Armstrong (AWI) performance-based RSUs vested for the CEO?

A total of 13,423 performance-based restricted stock units vested and converted into 13,423 shares of Armstrong World Industries common stock. The units were granted in 2023 under the 2022 Equity and Cash Incentive Plan and earned based on certified performance metrics.

How many AWI shares were withheld to cover the CEO’s tax obligations?

Armstrong World Industries withheld 5,839 common shares from Mark A. Hershey at a value of $172.77 per share to satisfy tax obligations. This tax withholding is a non-market disposition tied to the vesting of restricted stock units.

What are Mark A. Hershey’s Armstrong (AWI) share holdings after these transactions?

Following the RSU conversion and tax withholding, Mark A. Hershey directly holds 64,777 shares of Armstrong World Industries common stock. This reflects his updated ownership position after the net addition of shares from the vested performance-based units.

Were the CEO’s AWI transactions open-market buys or sells?

The transactions were not open-market buys or sells. They represent the exercise and conversion of performance-based restricted stock units into common shares, plus shares withheld by the company to cover tax obligations associated with this equity compensation.

Under what plan were the AWI performance restricted stock units granted?

The performance restricted stock units were granted on March 1, 2023, under Armstrong World Industries’ 2022 Equity and Cash Incentive Plan. They covered a performance period from January 1, 2023 to December 31, 2025, with results certified on April 8, 2026.