AZZ (AZZ) president exercises PSUs/RSUs and settles tax via share withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Todd Michael Bella, President–Metal Coatings of AZZ Inc, reported mainly compensation-related equity activity. On April 25 and 28, 2026, he acquired a total of 4,473 shares of common stock through the vesting and conversion of performance share units (PSUs), restricted stock units (RSUs), and related dividend equivalent rights, with no open‑market purchases or sales.
The company withheld 1,494 shares of common stock at prices of $141.58 and $144.78 per share to cover tax withholding obligations. Footnotes show PSUs granted in 2023 paid out above target, with 1,909 target PSUs plus 1,603 additional PSUs earned based on achievement of 184% of a pre‑established performance metric. On April 27, 2026, Bella also received new grants of 1,009 PSUs and 1,010 RSUs that vest or are measured over future three‑year periods.
Positive
- None.
Negative
- None.
Insider Trade Summary
4,473 shares exercised/converted
Mixed
14 txns
Insider
Bella Todd Michael
Role
President-Metal Coatings
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 637 | $0.00 | -- |
| Exercise | Performance Share Units | 3,512 | $0.00 | -- |
| Exercise | COMMON STOCK | 637 | $0.00 | -- |
| Exercise | COMMON STOCK | 16 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 210 | $141.58 | $30K |
| Exercise | COMMON STOCK | 3,512 | $0.00 | -- |
| Exercise | COMMON STOCK | 89 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 1,164 | $141.58 | $165K |
| Grant/Award | Restricted Stock Units | 1,010 | $0.00 | -- |
| Grant/Award | Performance Share Units | 1,009 | $0.00 | -- |
| Exercise | Restricted Stock Units | 324 | $0.00 | -- |
| Exercise | COMMON STOCK | 324 | $0.00 | -- |
| Exercise | COMMON STOCK | 4 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 120 | $144.78 | $17K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Performance Share Units — 0 shares (Direct, null);
COMMON STOCK — 4,197 shares (Direct, null)
Footnotes (1)
- Reflects the vesting of dividend equivalent rights that accrued on 324 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 637 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 1,909 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 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 1,909 target PSUs and 1,603 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
Shares from award vesting: 4,473 shares
Shares withheld for taxes: 1,494 shares
Tax withholding prices: $141.58 and $144.78 per share
+5 more
8 metrics
Shares from award vesting
4,473 shares
Common stock acquired via PSU/RSU vesting and conversions
Shares withheld for taxes
1,494 shares
F-code dispositions to satisfy tax withholding obligations
Tax withholding prices
$141.58 and $144.78 per share
Prices on F-code common stock dispositions
Target PSUs granted 2023
1,909 PSUs
PSUs granted on 4/28/2023 before performance adjustment
Additional PSUs earned
1,603 PSUs
Earned based on 184% achievement of performance metric
Performance achievement
184%
Pre-established performance metric for 2023 PSU grant
New PSU grant 2026
1,009 PSUs
Granted on 4/27/2026 under 2023 Long-Term Incentive Plan
New RSU grant 2026
1,010 RSUs
Granted on 4/27/2026, vesting ratably over three years
Key Terms
Restricted Stock Units, Performance Share Units, dividend equivalent rights, tax withholding obligations, +2 more
6 terms
Restricted Stock Units financial
"Reflects the vesting of dividend equivalent rights that accrued on 637 restricted stock units (RSUs) granted on 4/28/2023"
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 324 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."
Long-Term Incentive Plan financial
"The RSUs were granted on 4/25/2024 under AZZs 2023 Long-Term Incentive Plan and vest ratably over a 3-year period"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
FAQ
What did AZZ (AZZ) executive Todd Michael Bella report in this Form 4?
Todd Michael Bella reported equity award vesting and related tax withholding. He acquired 4,473 AZZ common shares from PSUs and RSUs, while 1,494 shares were withheld at around $141.58–$144.78 per share to satisfy tax obligations, with no open‑market trades disclosed.
Were Todd Michael Bella’s AZZ (AZZ) transactions open-market buys or sells?
No open-market purchases or sales were reported. The Form 4 shows derivative exercises and conversions (PSUs and RSUs vesting) and F‑code dispositions where AZZ withheld shares of common stock solely to cover tax withholding obligations, rather than discretionary market trading.
What performance result affected Todd Michael Bella’s AZZ (AZZ) PSU payout?
PSUs paid out based on 184% achievement of a performance metric. Footnotes state 1,909 target PSUs from April 28, 2023 grants plus 1,603 additional PSUs were earned, reflecting 184% of a pre‑established performance metric over a three‑year performance cycle.
What new AZZ (AZZ) equity awards did Todd Michael Bella receive in April 2026?
He received 1,009 PSUs and 1,010 RSUs on April 27, 2026. These awards were granted under AZZ’s 2023 Long-Term Incentive Plan and will vest or be measured over three‑year cycles running from 2026 through 2029, tied to specified performance metrics.