PBH CEO receives stock awards, tax shares withheld

Prestige Consumer Healthcare Inc. reported equity compensation changes for Chief Executive Officer Ronald M. Lombardi.

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Form Type

Rhea-AI Filing Summary

Prestige Consumer Healthcare Inc. reported equity compensation changes for Chief Executive Officer Ronald M. Lombardi. He acquired 19,662 shares of common stock on settlement of performance stock units that vested on May 4, 2026 based on per share growth goals, and received a separate grant of 31,468 Restricted Stock Units.

To cover tax obligations, 16,789 shares were disposed of at $55.31 per share through a tax-withholding mechanism rather than an open-market sale. Following these transactions, Lombardi directly holds 358,543 shares of Prestige Consumer Healthcare common stock. The new Restricted Stock Units vest in three equal installments of 6,554 shares in 2027, 2028 and 2029.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lombardi Ronald M.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	31,468	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	16,789	$55.31	$929K
Grant/Award	Common Stock, par value $0.01 per share	19,662	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.01 per share — 378,205 shares (Direct)

Footnotes (2)

F1. Reflects the settlement of performance stock units ("PSUs") granted to the reporting person on May 5, 2023, which PSUs vested on May 4, 2026 based on achievement of goals related to per share growth.
F2. The Restricted Stock Units vest in three equal installments of 6,554 shares on May 4, 2027, May 4, 2028 and on May 4, 2029

Key Figures

PSU settlement shares: 19,662 shares New RSU grant: 31,468 RSUs Tax-withholding shares: 16,789 shares +3 more

6 metrics

PSU settlement shares 19,662 shares Performance stock units vested on May 4, 2026

New RSU grant 31,468 RSUs Restricted Stock Units granted to CEO

Tax-withholding shares 16,789 shares Shares delivered for tax liability at $55.31 per share

Tax-withholding price $55.31 per share Value used for 16,789-share tax disposition

Post-transaction holdings 358,543 shares Common stock directly held after transactions

Annual RSU vesting tranche 6,554 shares Each installment on May 4, 2027, 2028 and 2029

Key Terms

performance stock units, Restricted Stock Units, tax-withholding disposition, per share growth

4 terms

performance stock units financial

"Reflects the settlement of performance stock units ("PSUs") granted to the reporting person on May 5, 2023"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Restricted Stock Units financial

"The Restricted Stock Units vest in three equal installments of 6,554 shares"

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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What equity awards did PBH CEO Ronald Lombardi receive in this Form 4?

Ronald Lombardi received 19,662 common shares from vested performance stock units and a new grant of 31,468 Restricted Stock Units. These awards are part of his equity compensation, tying his pay to Prestige Consumer Healthcare’s per share growth and future service-based vesting.

How many Prestige Consumer Healthcare (PBH) shares does the CEO hold after these transactions?

After the reported transactions, Ronald Lombardi directly holds 358,543 shares of Prestige Consumer Healthcare common stock. This figure reflects the net result after receiving shares from performance awards, receiving new Restricted Stock Units, and having shares withheld to satisfy tax obligations.

Were any PBH shares sold on the open market in this Ronald Lombardi Form 4?

No open-market sales are reported. The 16,789-share disposition at $55.31 per share is classified as a tax-withholding transaction, where shares are delivered to satisfy tax liabilities arising from equity awards, rather than a discretionary sale into the market.

What is the vesting schedule for Ronald Lombardi’s new PBH Restricted Stock Units?

The 31,468 Restricted Stock Units vest in three equal installments of 6,554 shares each. Vesting occurs on May 4, 2027, May 4, 2028, and May 4, 2029, aligning Lombardi’s compensation with multi-year service and continued performance at Prestige Consumer Healthcare.

How were the PBH performance stock units for Ronald Lombardi earned?

The 19,662 shares reflect settlement of performance stock units granted on May 5, 2023. These PSUs vested on May 4, 2026 based on achievement of goals related to Prestige Consumer Healthcare’s per share growth, linking the award directly to the company’s measured performance.

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 05/06/2026 - 05:15 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^*

Lombardi Ronald M.

(Last)

(First)

(Middle)

660 WHITE PLAINS ROAD

(Street)

TARRYTOWN

NEW YORK

10591

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Prestige Consumer Healthcare Inc. [ PBH ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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, par value $0.01 per share	05/04/2026		A		31,468⁽¹⁾	A	$0	375,332	D
Common Stock, par value $0.01 per share	05/04/2026		F		16,789	D	$55.31	358,543	D
Common Stock, par value $0.01 per share	05/04/2026		A⁽²⁾		19,662	A	$0	378,205	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)

Explanation of Responses:

1. Reflects the settlement of performance stock units ("PSUs") granted to the reporting person on May 5, 2023, which PSUs vested on May 4, 2026 based on achievement of goals related to per share growth.

2. The Restricted Stock Units vest in three equal installments of 6,554 shares on May 4, 2027, May 4, 2028 and on May 4, 2029

	/s/ Ronald M. Lombardi by William P'Pool as attorney-in-fact pursuant to power of attorney dated May 8, 2017 on file with the Commission	05/06/2026
	** 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