Insider Form 4: Tanya Berman Receives 1,245 RSUs at Marzetti (MZTI)

Rhea-AI Filing Summary

Tanya Berman, identified as President—Retail Business Unit, reported receipt of 1,245 restricted stock units (RSUs) of Marzetti Co. (MZTI) on 08/12/2025. Each RSU represents a contingent right to receive one share of the issuer's common stock. The RSUs were granted (Transaction Code A) and are scheduled with a vesting/exercise date and expiration on 08/12/2028. Following the grant, Ms. Berman beneficially owns 1,245 shares directly. The Form 4 was signed by an attorney-in-fact on 08/14/2025.

Positive

• Equity alignment: Grant of 1,245 RSUs ties the officer's compensation to company equity performance.
• Clear vesting schedule: RSUs have a defined exercise/expiration date of 08/12/2028, indicating time-based vesting.

Negative

• None.

Insights

Compensation Analyst

TL;DR: A routine equity grant aligning an executive with shareholder interests via time-based RSUs.

The filing documents a standard grant of 1,245 RSUs to an officer of Marzetti Co., with a three-year vesting/exercise schedule to 08/12/2028. Such awards are commonly used to retain executives and tie compensation to future stock delivery. The disclosure is clear about the one-to-one share conversion and the direct beneficial ownership post-grant. The size of the award relative to outstanding shares is not disclosed, so materiality to shareholders cannot be assessed from this form alone.

Corporate Governance Expert

TL;DR: Transparent insider reporting of an equity compensation award; no governance red flags apparent in the filing text.

The Form 4 shows timely reporting and proper use of Transaction Code A for an award of restricted stock units. The description explicitly states the RSU-to-share conversion. There is no indication of accelerated vesting, related-party transactions, or atypical provisions in the disclosed text. Because the filing lacks context on grant policy or aggregate executive compensation, its governance implications are limited to routine disclosure compliance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Berman Tanya

Role President-Retail Business Unit

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	1,245	$0.00	--

Holdings After Transaction: Restricted Stock Units — 1,245 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Berman Tanya

(Last) (First) (Middle)

380 POLARIS PARKWAY

(Street)

WESTERVILLE OH 43082

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARZETTI CO [ MZTI ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President-Retail Business Unit

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

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
Restricted Stock Units	(1)	08/12/2025		A		1,245		08/12/2028	08/12/2028	Common Stock	1,245	$0.0000	1,245	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

	Patricia S. Callahan, Attorney-in-Fact	08/14/2025
	** 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 did Tanya Berman report on the Form 4 for MZTI?

The filing reports receipt of 1,245 restricted stock units (RSUs) granted on 08/12/2025, with conversion to common stock and ownership of 1,245 shares following the grant.

When do the RSUs awarded to Tanya Berman vest or become exercisable?

The Form 4 lists the date exercisable and expiration as 08/12/2028.

How are the restricted stock units described on the Form 4?

Each restricted stock unit is described as a contingent right to receive one share of Marzetti Co. common stock.

What transaction code was used to report the grant on the Form 4?

The grant is reported with Transaction Code A, indicating acquisition of securities.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Patricia S. Callahan, Attorney-in-Fact on 08/14/2025.