AZZ CEO exercises RSUs, covers taxes with shares

AZZ INC President and CEO Thomas E. Ferguson reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding.

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Form Type

Rhea-AI Filing Summary

AZZ INC President and CEO Thomas E. Ferguson reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On April 24, 2026, RSUs and accrued dividend equivalent rights vested and were settled in shares of AZZ common stock.

The filing shows 5,602 RSUs, including 5,563 units granted on April 24, 2025, vesting and converting into common shares, along with dividend equivalents. To satisfy tax withholding obligations tied to this vesting, 2,203 shares of common stock were disposed of at a value of $143.33 per share, a non-market, tax-related transaction.

Following these transactions, Ferguson holds 163,784 shares of AZZ common stock directly and 11,128 RSUs, which were granted under the company’s 2023 Long-Term Incentive Plan and vest ratably over three years beginning April 24, 2026.

Insider Trade Summary

5,602 shares exercised/converted

Exercise 4 txns

Insider FERGUSON THOMAS E

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,602	$0.00	$0.00
Exercise	COMMON STOCK	5,563	$0.00	$0.00
Exercise	COMMON STOCK	39	$0.00	$0.00
Exercise Price or Tax Liability	COMMON STOCK	2,203	$143.33	$316K

Holdings After Transaction: Restricted Stock Units — 11,128 contracts (Direct); COMMON STOCK — 161,581 shares (Direct)

Footnotes (5)

F1. Reflects the vesting of dividend equivalent rights that accrued on 5,563 restricted stock units (RSUs) granted on 4/24/2025, which AZZ has settled in shares of AZZ common stock.
F2. The reporting person disposed of shares of common stock to satisfy tax withholding obligations.
F3. Each RSU represents a contingent right to receive one share of AZZ common stock.
F4. The RSUs were granted on 4/24/2025 under the Companys 2023 Long-Term Incentive Plan and vest ratably over a 3-year period beginning on 4/24/2026.
F5. Once vested, the shares of common stock are not subject to expiration.

Key Figures

Tax-withholding shares: 2,203 shares Tax-withholding value per share: $143.33 per share RSUs vested and settled: 5,602 RSUs +3 more

6 metrics

Tax-withholding shares 2,203 shares Common stock disposed to satisfy tax obligations at $143.33 per share

Tax-withholding value per share $143.33 per share Value used for 2,203-share tax-withholding disposition

RSUs vested and settled 5,602 RSUs RSUs and dividend equivalent rights converting into AZZ common stock

Post-transaction common shares 163,784 shares AZZ common stock directly held by CEO after transactions

Post-transaction RSU holdings 11,128 RSUs Unvested restricted stock units remaining after April 24, 2026 activity

Original RSU grant 5,563 units RSUs granted April 24, 2025 that vested and were settled in shares

Key Terms

Restricted Stock Units, dividend equivalent rights, tax withholding obligations, 2023 Long-Term Incentive Plan, +2 more

6 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

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 5,563 restricted stock units"

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."

2023 Long-Term Incentive Plan financial

"The RSUs were granted on 4/24/2025 under the Companys 2023 Long-Term Incentive Plan"

vest ratably over a 3-year period financial

"and vest ratably over a 3-year period beginning on 4/24/2026."

contingent right financial

"Each RSU represents a contingent right to receive one share of AZZ common stock."

FAQ

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

What insider transactions did AZZ (AZZ) CEO Thomas Ferguson report?

Thomas E. Ferguson reported RSU vesting and a related tax-withholding share disposition. 5,602 restricted stock units converted into AZZ common shares, and 2,203 shares were disposed of to cover tax obligations, reflecting routine equity compensation activity rather than open-market buying or selling.

How many AZZ (AZZ) shares does the CEO hold after this Form 4 filing?

After the reported transactions, Thomas E. Ferguson directly holds 163,784 shares of AZZ common stock. He also holds 11,128 restricted stock units, which represent contingent rights to receive an equal number of AZZ shares as they vest under the company’s long-term incentive plan.

What is the role of RSUs in AZZ (AZZ) CEO Thomas Ferguson’s compensation?

RSUs are a key part of Ferguson’s long-term compensation. 5,563 RSUs granted on April 24, 2025 vested, plus related dividend equivalent rights, converting into 5,602 AZZ shares. RSUs granted under the 2023 Long-Term Incentive Plan vest ratably over three years beginning April 24, 2026.

Why were 2,203 AZZ (AZZ) shares disposed of in this Form 4?

The 2,203 AZZ shares were disposed of solely to satisfy tax withholding obligations related to the RSU vesting. This tax-withholding disposition, valued at $143.33 per share, is a non-market mechanism and does not represent an open-market sale decision by the CEO.

What does each restricted stock unit (RSU) represent for AZZ (AZZ) CEO?

Each restricted stock unit represents a contingent right to receive one share of AZZ common stock once vesting conditions are met. After vesting, the resulting shares are not subject to expiration, providing the CEO with ongoing equity exposure to the company’s performance.

How do dividend equivalent rights affect AZZ (AZZ) RSU awards?

Dividend equivalent rights accrue on certain AZZ RSU awards and vest alongside the underlying units. For Ferguson, the vesting of dividend equivalent rights on 5,563 RSUs granted April 24, 2025 increased the number of AZZ common shares delivered when those RSUs were settled.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/27/2026 - 05:07 PM EDT

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^*

FERGUSON THOMAS E

(Last)

(First)

(Middle)

ONE MUSEUM PLACE, SUITE 500

3100 WEST 7TH STREET

(Street)

FORT WORTH

TEXAS

76107

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AZZ INC [ AZZ ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	04/24/2026		M		5,563	A	$0	163,745	D
COMMON STOCK	04/24/2026		M		39⁽¹⁾	A	$0	163,784	D
COMMON STOCK	04/24/2026		F		2,203⁽²⁾	D	$143.33	161,581	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/24/2026		M			5,602	⁽⁴⁾	⁽⁵⁾	COMMON STOCK $1.00 PAR VALUE	5,602	$0	11,128	D

Explanation of Responses:

1. Reflects the vesting of dividend equivalent rights that accrued on 5,563 restricted stock units (RSUs) granted on 4/24/2025, which AZZ has settled in shares of AZZ common stock.

2. The reporting person disposed of shares of common stock to satisfy tax withholding obligations.

3. Each RSU represents a contingent right to receive one share of AZZ common stock.

4. The RSUs were granted on 4/24/2025 under the Companys 2023 Long-Term Incentive Plan and vest ratably over a 3-year period beginning on 4/24/2026.

5. Once vested, the shares of common stock are not subject to expiration.

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson	04/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR