AZTA Form 4: Olga Pirogova sells 1,085 shares for RSU withholding

Rhea-AI Filing Summary

Azenta insider Olga Pirogova, who serves as SVP and CHRO, reported a disposition of common stock related to tax withholding on vested restricted stock units. The filing shows a sale of 1,085 shares at a reported price of $28.54 executed on 08/12/2025 to satisfy tax withholding obligations arising from the vesting on 08/09/2025 of 3,167 restricted stock units. After the transaction the reporting person beneficially owns 18,288 shares.

This is a routine, compensation-related sale rather than an unsolicited market disposition: the explanatory note explicitly states the sale was to meet withholding tax obligations on vested RSUs. No derivative transactions were reported in the filing.

Insights

Financial Analyst

TL;DR: Routine tax-related insider sale; transaction size is limited and appears non-material to the company's capital structure.

The Form 4 discloses a disposition of 1,085 common shares at $28.54 on 08/12/2025 to cover withholding taxes tied to the vesting of 3,167 RSUs on 08/09/2025. The reporter retains 18,288 shares following the sale. This pattern—selling a portion of vested equity to satisfy tax obligations—is common and typically viewed as administrative rather than an indicator of a change in insider sentiment. There are no reported derivative transactions that would suggest additional leverage or hedging activity.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard governance practices for equity compensation; sale was for tax withholding on vested RSUs.

The filing identifies the reporting person as an officer (SVP and CHRO) and documents a tax-related sale following RSU vesting. The explanatory note explicitly states the purpose: satisfying withholding taxes on the vested awards. Such transactions are routine administrative steps following equity vesting and are typically considered neutral from a governance perspective, provided they are reported timely and transparently as in this Form 4.

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

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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^*

Pirogova Olga

(Last) (First) (Middle)

C/O AZENTA, INC.

200 SUMMIT DRIVE, 6TH FLOOR

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Azenta, Inc. [ AZTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/12/2025		D		1,085(1)	D	$28.54	18,288	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

Explanation of Responses:

1. The sale of shares by the reporting person to satisfy the reporting person's obligations with respect to withholding taxes in connection with the vesting on August 9, 2025 of 3,167 restricted stock units held by the reporting person.

	/s/Ephraim Starr, Attorney-in-fact for Olga Pirogova	08/13/2025
	** 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.

FAQ

What transaction did Olga Pirogova report for Azenta (AZTA)?

The filing reports a sale of 1,085 common shares at $28.54 on 08/12/2025 to satisfy withholding taxes tied to RSU vesting.

Why were shares sold according to the Form 4 for AZTA?

The explanatory note states the sale was to satisfy the reporting person's withholding tax obligations in connection with the vesting on 08/09/2025 of 3,167 RSUs.

How many shares does Olga Pirogova beneficially own after the reported transaction?

Following the reported transaction the reporting person beneficially owns 18,288 shares.

Did the filing report any derivative securities for the insider?

No. Table II shows no derivative securities were acquired, disposed of, or beneficially owned in this report.

What is the reporting person's role at Azenta noted in the filing?

The reporting person is listed as an officer with the title SVP and CHRO.