Form 4: AZZ Inc. Insider Transactions: Mackey Acquires Shares

Tara D. Mackey, Chief Legal Officer of AZZ Inc., reported transactions involving the acquisition and disposition of company stock, including the vesting of restricted and performance share units.

Summary

• Tara D. Mackey, Chief Legal Officer at AZZ Inc., engaged in several transactions involving the company's common stock between April 25, 2026, and April 28, 2026.
• These transactions included the acquisition of shares through the vesting of Restricted Stock Units (RSUs) and Performance Share Units (PSUs), as well as the disposition of shares to cover tax withholding obligations.
• Specifically, dividend equivalent rights accrued on RSUs granted in 2024 and 2023 vested, resulting in the acquisition of shares.
• Additionally, Performance Share Units granted in 2023 vested, with the actual number of shares received exceeding the target due to strong performance (184% of pre-established metrics).
• New RSUs and PSUs were also granted on April 27, 2026, under the 2023 Long-Term Incentive Plan, with vesting schedules and performance metrics outlined.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine insider transactions related to equity compensation vesting and tax obligations, with no significant new strategic information or financial performance indicators.

Positives

• Vesting of 930 RSUs and associated dividend equivalents on April 25, 2026.
• Vesting of 1,759 RSUs and associated dividend equivalents on April 28, 2026.
• Vesting of 9,706 PSUs on April 28, 2026, which exceeded target performance, resulting in the acquisition of 5,275 target PSUs plus an additional 4,431 earned PSUs (184% of target).
• Grant of 1,892 RSUs on April 27, 2026, under the 2023 Long-Term Incentive Plan, with a 3-year vesting period.
• Grant of 1,891 PSUs on April 27, 2026, under the 2023 Long-Term Incentive Plan, with a 3-year performance cycle and performance metrics including Total Shareholder Return and Return on Invested Capital.

Negatives

• Disposition of 304 shares of common stock on April 25, 2026, to satisfy tax withholding obligations.
• Disposition of 582 shares of common stock on April 28, 2026, to satisfy tax withholding obligations.
• Disposition of 3,679 shares of common stock on April 28, 2026, to satisfy tax withholding obligations.

Risks

• The number of PSUs earned can vary based on achieved results, meaning actual payouts may differ from target amounts.
• The maximum payout for the FY2027 PSUs cannot exceed 200% of the target award, capping potential gains.
• Vesting of equity awards is subject to continued employment and performance metrics, which may not always be met.

Future Outlook

New RSUs and PSUs were granted on April 27, 2026, under the 2023 Long-Term Incentive Plan. The PSUs have a 3-year performance cycle (March 1, 2026, to February 28, 2029) with performance metrics including Total Shareholder Return relative to a peer group and Return on Invested Capital. The maximum payout for these PSUs is capped at 200% of the target award.

Management Comments

• The reporting person disposed of shares to satisfy tax withholding obligations.
• Vesting of dividend equivalent rights accrued on RSUs and PSUs.
• Performance Share Units earned exceeded target due to achievement of 184% of pre-established performance metrics.
• RSUs and PSUs granted under the 2023 Long-Term Incentive Plan with specified vesting and performance periods.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving the vesting of equity awards and dispositions for tax purposes, are common for executives in the industrial manufacturing sector. The performance-based vesting of PSUs reflects a trend towards aligning executive compensation with shareholder value and company performance metrics.

Stakeholder Impact

• Shareholders: The transactions reflect the compensation structure for key executives and the potential dilution from equity awards, but do not indicate a change in fundamental company value.
• Employees: The granting of equity awards to management aligns their interests with long-term company performance, potentially motivating the broader employee base.
• Management: Tara D. Mackey's beneficial ownership of AZZ Inc. stock is directly impacted by these transactions.

Next Steps

• Continued vesting of RSUs and PSUs according to their respective schedules.
• Monitoring of performance metrics for PSUs granted on April 27, 2026, over the 3-year performance cycle.
• Potential future dispositions of shares by the reporting person to cover tax liabilities upon vesting.

Key Dates

Keywords

AZZ Inc., Form 4, Insider Trading, Stock Options, Restricted Stock Units, Performance Share Units, Equity Awards, Vesting, Tara D. Mackey, Chief Legal Officer, SEC Filing