AZZ Inc (NYSE: AZZ) CEO exercises RSUs and uses shares for tax withholding
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
5,602 shares exercised/converted
Mixed
4 txns
Insider
FERGUSON THOMAS E
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 5,602 | $0.00 | -- |
| Exercise | COMMON STOCK | 5,563 | $0.00 | -- |
| Exercise | COMMON STOCK | 39 | $0.00 | -- |
| Tax Withholding | COMMON STOCK | 2,203 | $143.33 | $316K |
Holdings After Transaction:
Restricted Stock Units — 11,128 shares (Direct, null);
COMMON STOCK — 163,745 shares (Direct, null)
Footnotes (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. The reporting person disposed of shares of common stock to satisfy tax withholding obligations. Each RSU represents a contingent right to receive one share of AZZ common stock. 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. 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
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.
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.
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.