Zurn Elkay CFO insider filing shows routine tax-withholding sale

Rhea-AI Filing Summary

Form 4 filing overview: On 07/11/2025, Zurn Elkay Water Solutions Corp. (ZWS) Chief Financial Officer David J. Pauli reported an automatic share disposition (Code F) related to the vesting of restricted stock units. A total of 1,090 common shares were withheld at $37.79 per share to cover federal tax obligations. Following the transaction, Pauli directly owns 60,359 common shares and indirectly holds 794 shares through the company 401(k) plan.

The filing also discloses previously granted, fully-vested stock options:

• 13,816 options exercisable at $11.37 (exp. 05/19/2027)
• 5,757 options exercisable at $14.22 (exp. 05/25/2028)
• 6,136 options exercisable at $33.05 (exp. 10/05/2031)

Investment relevance: Code F transactions are non-discretionary; they do not indicate a voluntary sale of shares. The CFO maintains a sizeable equity stake, and no open-market purchases or discretionary sales were reported. Overall, the filing is classified as routine insider activity with limited market impact.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale; CFO retains sizable stake, no discretionary trading signals.

The Form 4 shows a Code F disposition, meaning shares were withheld to satisfy taxes upon RSU vesting—not an intentional sell decision. Post-transaction direct ownership of 60,359 shares represents continued alignment with shareholders. Option strikes are well below the current $37.79 disposal price, suggesting in-the-money potential value but no immediate exercise. Because this is standard administrative activity with negligible volume relative to ZWS’s average daily trading, I view the filing as neutral and not impactful to the investment thesis.

Corporate Governance Expert

TL;DR: Compliance filing; confirms transparent insider reporting, no red flags.

Code F transactions signal automatic tax withholding, a best-practice mechanism that avoids insider trading concerns. The disclosure of indirect holdings through the 401(k) plan and detailed option inventory enhances transparency. No new incentives, pledges, or joint filings appear. From a governance standpoint, the company meets Section 16 reporting requirements promptly, reinforcing internal controls. Impact on shareholders remains immaterial.

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
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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^*

Pauli David J

(Last) (First) (Middle)

511 W. FRESHWATER WAY

(Street)

MILWAUKEE WI 53204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zurn Elkay Water Solutions Corp [ ZWS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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
Common Stock	07/11/2025		F		1,090(1)	D	$37.79	60,359(2)	D
Common Stock								794	I	By 401(k) Plan(3)

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
Stock Option (right to buy)	$11.37							(4)	05/19/2027	Common Stock	13,816		13,816	D
Stock Option (right to buy)	$14.22							(4)	05/25/2028	Common Stock	5,757		5,757	D
Stock Option (right to buy)	$33.05							(4)	10/05/2031	Common Stock	6,136		6,136	D

Explanation of Responses:

1. Shares were withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

2. Includes shares acquired under the Company's Employee Stock Purchase Plan in 2025.

3. Based on information from the trustee of the 401(k) Plan.

4. Option fully vested.

Remarks:

	/s/ Jeffrey J. LaValle under Power of Attorney for David J. Pauli	07/11/2025
	** 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.
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FAQ

How many ZWS shares did CFO David J. Pauli dispose of on 07/11/2025?

He had 1,090 shares withheld to cover taxes upon RSU vesting.

What is David J. Pauli’s total direct share ownership in ZWS after the transaction?

The CFO directly owns 60,359 common shares following the filing.

Were the shares sold voluntarily or for tax withholding purposes?

The Code F designation shows the shares were withheld automatically for taxes, not an open-market sale.

Does the Form 4 reveal any new stock option grants to the CFO?

No. It only lists previously granted, fully-vested options; no new options were issued.

Is this insider transaction considered material to ZWS investors?

Given its routine, non-discretionary nature and small size, the filing is viewed as non-material to investment decisions.