AZZ (NYSE: AZZ) CEO equity grants, PSU performance and tax withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
AZZ INC President and CEO Thomas E. Ferguson reported a series of equity compensation events and related tax-withholding transactions. On April 25 and 28, 2026, restricted stock units and performance share units vested, and AZZ settled them in shares of common stock, including 64,281 shares from derivative exercises.
To cover tax obligations on these vestings, Ferguson disposed of 25,910 shares of common stock through share withholding at prices around $141.58 and $144.78 per share, rather than open-market sales. On April 27, 2026, he also received new awards of 12,028 performance share units and 12,029 restricted stock units under AZZ’s 2023 Long-Term Incentive Plan.
The new RSUs vest ratably over three years beginning April 27, 2027. The new PSUs have a performance period from March 1, 2026 to February 28, 2029, with payout based on AZZ’s total shareholder return versus its executive compensation peer group and return on invested capital, and a maximum payout capped at 200% of the target award.
Positive
- None.
Negative
- None.
Insider Trade Summary
64,281 shares exercised/converted
Mixed
14 txns
Insider
FERGUSON THOMAS E
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,978 | $0.00 | -- |
| Exercise | Performance Share Units | 49,554 | $0.00 | -- |
| Exercise | COMMON STOCK | 8,978 | $0.00 | -- |
| Exercise | COMMON STOCK | 229 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 3,622 | $141.58 | $513K |
| Exercise | COMMON STOCK | 49,554 | $0.00 | -- |
| Exercise | COMMON STOCK | 1,265 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 19,996 | $141.58 | $2.83M |
| Grant/Award | Restricted Stock Units | 12,029 | $0.00 | -- |
| Grant/Award | Performance Share Units | 12,028 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,749 | $0.00 | -- |
| Exercise | COMMON STOCK | 5,749 | $0.00 | -- |
| Exercise | COMMON STOCK | 76 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 2,292 | $144.78 | $332K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Performance Share Units — 0 shares (Direct, null);
COMMON STOCK — 174,092 shares (Direct, null)
Footnotes (1)
- Reflects the vesting of dividend equivalent rights that accrued on 5,749 restricted stock units (RSUs) granted on 4/25/2024, which AZZ has settled in shares of AZZ common stock. The reporting person disposed of shares of common stock to satisfy tax withholding obligations. Reflects the vesting of dividend equivalent rights that accrued on 8,978 restricted stock units (RSUs) granted on 4/28/2023, which AZZ has settled in shares of AZZ common stock. Represents the vesting of dividend equivalent rights that accrued on the target performance share units (PSUs) of 26,932 granted on 4/28/2023, which AZZ has settled in shares of AZZ common stock. Each RSU represents a contingent right to receive one share of AZZ common stock. The RSUs were granted on 4/25/2024 under AZZs 2023 Long-Term Incentive Plan and vest ratably over a 3-year period beginning on 4/25/2025. Once vested, the shares of AZZ common stock are not subject to expiration. The RSUs were granted on 4/28/2023 under AZZs 2014 Long-Term Incentive Plan and vested ratably over a 3-year period which began on 4/28/2024. Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results at the end of the 3-year performance cycle. Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 4/28/2023. This number represents 26,932 target PSUs and 22,622 additional PSUs earned based on the achievement of 184% of pre-established performance metric during the performance cycle. The PSUs granted on 4/28/2023 were awarded under AZZs 2014 Long Term Incentive Plan as part of the Issuers annual equity award process and had a 3-year performance cycle (3/1/2023 to 2/28/2026). The RSUs granted on 4/27/2026 under AZZs 2023 Long-Term Incentive Plan as part of the Issuers annual equity award process were awarded and will vest ratably over a 3-year period beginning on 4/27/2027. The PSUs granted on 4/27/2026 were awarded under AZZ's 2023 Long Term Incentive Plan as part of the Issuer's annual equity award process. The PSUs represent 100% of the target number of PSUs that could be earned by the Reporting Person at the end of the 3-year performance cycle, which runs from March 1, 2026 to February 28, 2029. The FY2027 PSU performance metrics are AZZ's Total Shareholder Return relative to its executive compensation peer group and Return on Invested Capital. The maximum payout for the FY2027 PSUs shall not to exceed 200% of the target award.
Key Figures
Derivative exercises: 64,281 shares
Tax withholding shares: 25,910 shares
Tax withholding price 1: $141.58/share
+5 more
8 metrics
Derivative exercises
64,281 shares
Shares acquired via derivative exercises and conversions in this Form 4
Tax withholding shares
25,910 shares
Shares disposed of to satisfy tax withholding obligations
Tax withholding price 1
$141.58/share
Price used on April 28, 2026 F-code dispositions of common stock
Tax withholding price 2
$144.78/share
Price used on April 25, 2026 F-code dispositions of common stock
New PSU grant
12,028 PSUs
Performance share units granted on April 27, 2026 under 2023 LTIP
New RSU grant
12,029 RSUs
Restricted stock units granted on April 27, 2026 under 2023 LTIP
PSU outperformance
184%
Achievement of pre-established performance metric on FY2027 PSUs granted April 28, 2023
PSU max payout
200% of target
Maximum payout for FY2027 PSUs granted on April 27, 2026
Key Terms
Restricted Stock Units, Performance Share Units, dividend equivalent rights, tax withholding obligations, +2 more
6 terms
Restricted Stock Units financial
"Each RSU represents a contingent right to receive one share of AZZ common stock."
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.
dividend equivalent rights financial
"Reflects the vesting of dividend equivalent rights that accrued on 5,749 restricted stock units (RSUs) granted on 4/25/2024."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
tax withholding obligations financial
"The reporting person disposed of shares of common stock to satisfy tax withholding obligations."
Return on Invested Capital financial
"The FY2027 PSU performance metrics are AZZ's Total Shareholder Return relative to its executive compensation peer group and Return on Invested Capital."
A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.
FAQ
What did AZZ (AZZ) CEO Thomas Ferguson report in this Form 4?
Thomas E. Ferguson reported equity compensation activity, including vesting and exercise of restricted stock units and performance share units into AZZ common stock, plus routine share dispositions to cover tax withholding obligations associated with these vestings, all as part of AZZ’s long-term incentive programs.
Were Thomas Ferguson’s AZZ (AZZ) transactions open-market stock sales?
No. The Form 4 shows dispositions coded as F, meaning shares of AZZ common stock were withheld to satisfy tax withholding obligations tied to vesting awards, not discretionary open-market sales by Ferguson. These are mechanistic transactions associated with compensation, not traditional stock sales.
What new restricted stock units did AZZ grant to Thomas Ferguson?
On April 27, 2026, Ferguson was granted 12,029 restricted stock units under AZZ’s 2023 Long-Term Incentive Plan. Each RSU represents a contingent right to receive one share of AZZ common stock and will vest ratably over a three-year period beginning April 27, 2027.
How were dividend equivalent rights handled on AZZ’s prior RSU and PSU grants?
Dividend equivalent rights that accrued on earlier RSU and PSU grants vested and were settled in AZZ common stock. This includes rights on 5,749 RSUs granted April 25, 2024 and 8,978 RSUs granted April 28, 2023, as well as rights on 26,932 target PSUs granted April 28, 2023.