Zurn Elkay (ZWS) Insider Cuts Stake by 38% in $43 Avg Sale

Rhea-AI Filing Summary

Insider activity: On 31-Jul-2025 Zurn Elkay Water Solutions (ZWS) Chief Information Officer Michael Troutman exercised four vested stock-option tranches—30,871 sh @ $9.69, 37,676 sh @ $11.37, 15,116 sh @ $14.22 and 7,253 sh @ $33.05—acquiring a total of 90,916 common shares.

All 90,916 shares were immediately sold in the open market at a weighted-average $43.01 (range $42.44-$43.39), generating an estimated gross proceed of ≈$3.9 million and eliminating the remaining derivative positions (options balance now 0).

Following the cashless exercise & sale, Troutman’s direct ownership declined to 50,505 shares (from 81,376) plus 1,890 shares held via the 401(k) plan. No additional option awards remain outstanding.

Positive

• Insider retains 52,395 total shares, maintaining some alignment with shareholders.
• Options fully exercised before expiration, eliminating potential overhang from derivative dilution.

Negative

• Immediate sale of 90,916 shares (~$3.9 M) reduces direct ownership by ~38%, a potentially bearish sentiment signal.
• No remaining options may lessen future share-price participation incentives for the CIO.

Insights

Securities Analyst

TL;DR: CIO exercised expiring options and sold all shares, cutting direct stake by ~38%; modestly negative sentiment signal.

The transaction nets roughly $3.9 million in pre-tax proceeds and clears Troutman’s entire option inventory. While exercising in-the-money options before expiration is typical, the immediate full disposition—leaving only ~52 k shares—suggests limited near-term confidence or personal liquidity needs. Insider selling of this magnitude can pressure sentiment, albeit not necessarily fundamentals. 50 k residual shares still aligns incentives, but reduced exposure may be noted by investors tracking insider trends.

Corporate Governance Expert

TL;DR: Large insider sale warrants monitoring; governance profile unchanged but optics lean negative.

Rule-compliant Form 4 shows timely disclosure and proper 10b5-1 acknowledgment, mitigating regulatory concern. However, a single-day sale of every share obtained via option exercises can be interpreted as opportunistic profit-taking at multi-year highs. Boards often prefer staggered sales to minimize market impact. Investors should watch for pattern repetition among other executives, which could flag valuation perceptions or upcoming events.

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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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^*

Troutman Michael

(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 Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		M		30,871	A	$9.69	81,376(1)	D
Common Stock	07/31/2025		M		37,676	A	$11.37	119,052(1)	D
Common Stock	07/31/2025		M		15,116	A	$14.22	134,168(1)	D
Common Stock	07/31/2025		M		7,253	A	$33.05	141,421(1)	D
Common Stock	07/31/2025		S		90,916	D	$43.01(2)	50,505(1)	D
Common Stock								1,890	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)	$9.69	07/31/2025		M			30,871	(4)	05/20/2026	Common Stock	30,871	$0	0	D
Stock Option (right to buy)	$11.37	07/31/2025		M			37,676	(4)	05/19/2027	Common Stock	37,676	$0	0	D
Stock Option (right to buy)	$14.22	07/31/2025		M			15,116	(4)	05/25/2028	Common Stock	15,116	$0	0	D
Stock Option (right to buy)	$33.05	07/31/2025		M			7,253	(4)	10/05/2031	Common Stock	7,253	$0	0	D

Explanation of Responses:

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

2. This transaction was executed in multiple trades at prices ranging from $42.44 to $43.39. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.

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 Michael Troutman	08/01/2025
	** 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 the CIO sell on 31-Jul-2025?

Michael Troutman sold 90,916 shares of ZWS common stock.

What was the average sale price for the insider transaction?

The weighted-average sale price was $43.01 per share (range $42.44–$43.39).

How many ZWS shares does the CIO still own after the sale?

He directly owns 50,505 shares and indirectly 1,890 shares via the 401(k) plan.

Did the CIO retain any stock options after this Form 4 filing?

No. All reported options were exercised and now show a zero remaining balance.

Was the transaction executed under a Rule 10b5-1 plan?

Yes, the filing indicates the sale was made under a Rule 10b5-1(c) trading plan.