Form 4: AZZ Inc. Insider Transactions: Vellines Acquires and Disposes Shares

Jeffrey Vellines, Pres & COO - Precoat Metals at AZZ Inc., engaged in multiple transactions involving common stock, including acquisitions and disposals for tax withholding.

Summary

• Jeffrey Vellines, President & COO - Precoat Metals for AZZ Inc., reported several transactions on April 25th and April 28th, 2026.
• These transactions include the acquisition of common stock through the vesting of dividend equivalent rights on Restricted Stock Units (RSUs) and Performance Share Units (PSUs).
• Vellines also disposed of shares to cover tax withholding obligations.
• Specific transactions include the vesting of dividend equivalents on 734 RSUs and 331 shares disposed for taxes on April 25th.
• On April 28th, Vellines acquired 936 RSUs, 5,164 PSUs, and 131 dividend equivalents, while disposing of 427 shares for taxes.
• Additionally, new RSUs and PSUs were granted on April 27th, 2026, with vesting periods beginning in 2027.
• The filing also details the performance metrics for the new PSUs, including Total Shareholder Return and Return on Invested Capital, with a maximum payout of 200% of the target award.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, reflecting routine insider equity compensation transactions and tax-related share disposals rather than significant investment decisions or company performance indicators.

Positives

• Acquisition of 734 shares through vesting of dividend equivalent rights on RSUs on April 25, 2026.
• Acquisition of 3,504 shares through vesting of dividend equivalent rights on RSUs on April 28, 2026.
• Acquisition of 5,164 shares through vesting of dividend equivalent rights on target Performance Share Units (PSUs) on April 28, 2026.
• Acquisition of 1,818 Restricted Stock Units (RSUs) granted on April 27, 2026.
• Acquisition of 1,818 Performance Share Units (PSUs) granted on April 27, 2026, with potential for up to 200% payout.

Negatives

• Disposal of 331 shares on April 25, 2026, to satisfy tax withholding obligations.
• Disposal of 427 shares on April 28, 2026, to satisfy tax withholding obligations.
• Disposal of 2,363 shares on April 28, 2026, to satisfy tax withholding obligations.

Risks

• Tax withholding obligations may require the disposal of company shares.
• Performance Share Units (PSUs) are subject to achieving pre-established performance metrics, with potential for less than target payout.
• The maximum payout for FY2027 PSUs is capped at 200% of the target award, potentially limiting upside for the reporting person.

Future Outlook

New Restricted Stock Units (RSUs) and Performance Share Units (PSUs) were granted on April 27, 2026, with vesting periods commencing in 2027. The PSUs have a 3-year performance cycle ending February 28, 2029, with performance metrics tied to 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 of common stock to satisfy tax withholding obligations.
• Dividend equivalent rights accrued on RSUs and PSUs have vested and been settled in shares of AZZ common stock.
• Performance Share Units (PSUs) represent a contingent right to receive shares based on achieved results at the end of a performance cycle.
• The FY2027 PSU performance metrics are AZZ's Total Shareholder Return relative to its executive compensation peer group and Return on Invested Capital.
• The maximum payout for the FY2027 PSUs shall not exceed 200% of the target award.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving the acquisition and disposal of shares related to equity compensation plans, are common within the industrial manufacturing sector. The use of RSUs and PSUs tied to performance metrics like TSR and ROIC reflects standard executive compensation practices aimed at aligning management interests with shareholder value.

Stakeholder Impact

• Shareholders: The transactions reflect standard executive compensation practices and do not indicate a change in management's investment strategy or outlook for the company.
• Employees: The granting of RSUs and PSUs reinforces the company's strategy to retain and incentivize key personnel.
• Management: Jeffrey Vellines continues to hold a significant number of shares and has acquired additional equity awards, indicating continued commitment.

Next Steps

• Vesting of RSUs granted on 04/27/2026 will occur ratably over a 3-year period beginning on 04/27/2027.
• The 3-year performance cycle for PSUs granted on 04/27/2026 runs from March 1, 2026, to February 28, 2029.
• Achievement of performance metrics for FY2027 PSUs will be assessed at the end of the performance cycle.

Key Dates

Keywords

AZZ Inc., Form 4, Insider Trading, Stock Transaction, Restricted Stock Units, Performance Share Units, Vesting, Dividend Equivalents, Tax Withholding, Jeffrey Vellines, SEC Filing