AWI chair settles 72,823 RSUs, shares withheld for tax

Armstrong World Industries Executive Chair Victor Grizzle exercised equity awards and covered taxes using shares rather than cash.

Rhea-AI Filing Summary

Armstrong World Industries Executive Chair Victor Grizzle exercised equity awards and covered taxes using shares rather than cash. On April 28, 2026, 72,823 Restricted Stock Units granted on April 28, 2023 vested and converted one-for-one into common stock at a derivative price of $0.

To satisfy tax obligations from this vesting, 31,671 common shares were withheld by the company at $169.84 per share, a non-market, tax-withholding disposition. After these transactions, Grizzle directly holds 505,822 shares of Armstrong World Industries common stock, reflecting a routine compensation-related equity settlement rather than an open-market trade.

Insider Trade Summary

72,823 shares exercised/converted

Exercise 3 txns

Insider Grizzle Victor

Role Executive Chair

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	72,823	$0.00	$0.00
Exercise	Common Stock	72,823	$169.84	$12.37M
Exercise Price or Tax Liability	Common Stock	31,671	$169.84	$5.38M

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 505,822 shares (Direct)

Footnotes (4)

1. F1. Restricted Stock Units convert into common stock on a one-for-one basis.
2. F2. Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax obligations incurred upon the vesting of certain restricted stock units granted to the Reporting Person under the 2022 Equity and Cash Incentive Plan.
3. F3. On April 28, 2023, the Reporting Person was granted 72,823 Restricted Stock Units, which vest on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date).
4. F4. Price of Derivative Security is $0.

Key Figures

RSUs vested and converted: 72,823 units/shares Shares withheld for taxes: 31,671 shares Price used for tax withholding: $169.84 per share +2 more

5 metrics

RSUs vested and converted 72,823 units/shares Restricted Stock Units granted on April 28, 2023, vesting on third anniversary

Shares withheld for taxes 31,671 shares Withheld at $169.84 per share to satisfy tax obligations on April 28, 2026

Price used for tax withholding $169.84 per share Value applied to common shares withheld to cover tax liability

Post-transaction share ownership 537,493 shares Common stock directly owned by Victor Grizzle after reported transactions

Derivative security price $0.00 Restricted Stock Units convert into common stock on a one-for-one basis at $0

Key Terms

Restricted Stock Units, tax obligations, 2022 Equity and Cash Incentive Plan, derivative security

4 terms

Restricted Stock Units financial

"Restricted Stock Units convert into common stock on a one-for-one basis."

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.

tax obligations financial

"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."

derivative security financial

"Price of Derivative Security is $0."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AWI Executive Chair Victor Grizzle report in this Form 4?

Victor Grizzle reported the vesting and settlement of equity awards, not an open-market trade. 72,823 Restricted Stock Units converted into common stock, and some shares were withheld to cover tax obligations tied to this vesting under the company’s incentive plan.

How many Armstrong World Industries RSUs vested for Victor Grizzle?

A total of 72,823 Restricted Stock Units vested for Victor Grizzle. These units were granted on April 28, 2023 and vested on the third anniversary, converting into an equal number of Armstrong World Industries common shares at a derivative security price of $0 per unit.

Were any AWI shares sold on the open market in this filing?

No open-market sales were reported. The Form 4 shows 31,671 common shares were withheld by Armstrong World Industries at $169.84 per share solely to satisfy Victor Grizzle’s tax obligations triggered by the RSU vesting, a standard tax-withholding disposition.

How many AWI shares does Victor Grizzle own after these transactions?

After the reported transactions, Victor Grizzle directly owns 537,493 shares of Armstrong World Industries common stock. This figure reflects his position following the RSU conversion into shares and the associated withholding of shares to cover the resulting tax liability.

What plan governed the RSU award to AWI’s Executive Chair?

The Restricted Stock Units were granted under Armstrong World Industries’ 2022 Equity and Cash Incentive Plan. The award granted 72,823 RSUs on April 28, 2023, which vested on the third anniversary, subject to Victor Grizzle’s continued employment through the scheduled vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/29/2026 - 04:26 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Grizzle Victor

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/28/2026		M		72,823	A	$169.84(1)	537,493	D
Common Stock	04/28/2026		F		31,671(2)	D	$169.84	505,822	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	04/28/2026		M			72,823	(3)	(3)	Common Stock	72,823	(4)	0	D

Explanation of Responses:

1. Restricted Stock Units convert into common stock on a one-for-one basis.

2. Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax obligations incurred upon the vesting of certain restricted stock units granted to the Reporting Person under the 2022 Equity and Cash Incentive Plan.

3. On April 28, 2023, the Reporting Person was granted 72,823 Restricted Stock Units, which vest on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date).

4. Price of Derivative Security is $0.

	/s/ Alan M. Kidd, Attorney-in-fact	04/29/2026
	** Signature of Reporting Person	Date
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)