Armstrong World Industries : 2025 Annual Report 2026 Proxy Statement

Published: 2026-04-30 08:20:14 ET AWI

Published on 04/30/2026 at 08:20 am EDT

ARMSTRONG WORLD INDUSTRIES, INC. 2500 COLUMBIA AVE., LANCASTER, PA 17603

https://www.armstrong.com

April 30, 2026

Dear Fellow Shareholders:

We look forward to your attendance virtually via the internet or by proxy at the 2026 Armstrong World Industries, Inc. Annual Shareholders' Meeting. We will hold the meeting at 11:00 a.m. Eastern Time on Thursday, June 11, 2026. To provide a consistent and convenient experience for all shareholders regardless of location, we are holding this Annual Shareholders' Meeting in an entirely virtual format.

At the 2026 Annual Shareholders' Meeting, we will vote: (i) on the election of directors; (ii) on the ratification of KPMG LLP as our independent registered public accounting firm; (iii) on the 2026 Directors Stock Unit Plan; and (iv) on a non-binding advisory basis, on the compensation of our named executive officers. Please refer to the proxy statement for detailed information on each of the matters to be acted on at the meeting virtually via the internet.

Your vote is important, and we strongly urge you to cast your vote. For most items, including the election of directors, your shares will not be voted if you do not provide voting instructions via the internet, by telephone, or by returning a proxy or voting instruction card. We encourage you to vote promptly, even if you plan to attend the meeting virtually via the internet.

Our Board of Directors and management team are proud of the performance Armstrong achieved in the past year. We acquired additional capabilities to grow our Architectural Specialties business segment, refreshed our Board of Directors with two outstanding new non-employee directors, and delivered another year of outstanding financial results, extending our multi-year track record of profitable growth. In addition, in January 2026, the Board of Directors announced the selection of Mark A. Hershey to succeed Victor D. Grizzle as President and Chief Executive Officer, effective April 1, 2026, after a thorough succession planning process. Also effective April 1, 2026, Mr. Grizzle became the Executive Chair of the Board, a position in which he is expected to continue to serve until December 31, 2026, and Roy W. Templin became Lead Independent Director of the Board of Directors. Subject to his reelection as a director at the 2026 Annual Shareholders' Meeting, Mr. Templin is expected to continue to serve as Lead Independent Director until December 31, 2026, and to be reappointed Chair of the Board of Directors effective January 1, 2027. We look forward to continuing our work in 2026 to deliver value for our shareholders.

On behalf of your Board of Directors, thank you for your continued support.

Very truly yours,

Victor D. Grizzle Roy W. Templin

Executive Chair of the Board Lead Independent Director of the Board

Time and Date 11:00 a.m. Eastern Time on Thursday, June 11, 2026

Attendance Online at https://www.virtualshareholdermeeting.com/AWI2026

Record Date April 16, 2026

Agenda Items of Business Board Recommendation

Elect as directors the nine (9) nominees named in the attached proxy statement

Ratify the selection of KPMG LLP as our independent registered public accounting firm for 2026

Approve the 2026 Directors Stock Unit Plan

Approve, on an advisory basis, our executive compensation program

How To Vote • Please act as soon as possible to vote your shares, even if you plan to attend the annual meeting via the internet.

Your broker will not be able to vote your shares with respect to the election of directors, approval of the 2026 Directors Stock Unit Plan, or advisory approval of our executive compensation program unless you have given your broker specific instructions to do so. We strongly encourage you to vote.

You may vote via the internet, by telephone, or, if you have received a printed version of these proxy materials, by mail.

See "ADDITIONAL MEETING INFORMATION" beginning on page 75 of this proxy statement for further information.

Attending the Meeting via the Internet:

Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at https://www.virtualshareholdermeeting.com/AWI2026.

Shareholders may vote and submit questions while attending the meeting on the internet.

The Notice of Annual Meeting, this Proxy Statement and

the Company's 2025 Annual Report are available at https://www.proxyvote.com.

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TABLE OF CONTENTS

ITEM 1 - ELECTION OF DIRECTORS 1

Director Nominees 3

CORPORATE GOVERNANCE 10

Other Corporate Governance

AUDIT COMMITTEE REPORT ............

Documents ........................

FEES PAID TO INDEPENDENT

Director Independence ................

REGISTERED PUBLIC ACCOUNTING

Board's Role in Risk Management

FIRM ................................

Oversight .........................

ITEM 3 - APPROVAL OF 2026 DIRECTORS

Board's Oversight Over Sustainability

STOCK UNIT PLAN ...................

Matters ...........................

ITEM 4 - ADVISORY APPROVAL OF

Board's Role in Strategic Planning .......

EXECUTIVE COMPENSATION ..........

Board's Role in Succession Planning ....

COMPENSATION DISCUSSION AND

Board Leadership Structure ............

ANALYSIS ...........................

Board Education .....................

COMPENSATION COMMITTEE REPORT . . .

Corporate Governance Principles and

ITEM 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM 28

Communication with the Board 13

Shareholder Outreach 13

Board Meetings and Committees 14

Audit Committee 14

2025 SUMMARY COMPENSATION

TABLE 58

GRANTS OF PLAN-BASED AWARDS 59

OUTSTANDING EQUITY AWARDS AT

Finance Committee ...............

FISCAL YEAR-END ...................

Management Development and

OPTIONS EXERCISED AND STOCK

Compensation Committee ........

VESTED .............................

Nominating, Governance and Social

PENSION BENEFITS ....................

Responsibility Committee ........

NONQUALIFIED DEFERRED

Other Committees ................

COMPENSATION .....................

Compensation Committee Interlocks and

POTENTIAL PAYMENTS UPON

Insider Participation .................

TERMINATION OR CHANGE IN

Review of Related Person

CONTROL ...........................

Transactions .......................

SECURITIES AUTHORIZED FOR

Policy on Majority Voting in the Election of

ISSUANCE UNDER EQUITY

Directors ..........................

COMPENSATION PLANS ..............

Shareholder-Recommended Director

CEO PAY RATIO ........................

Candidates ........................

PAY VERSUS PERFORMANCE ...........

SUSTAINABILITY ........................

ADDITIONAL MEETING INFORMATION ....

MANAGEMENT ..........................

OTHER BUSINESS ......................

Executive Officers ....................

SUBMISSION OF SHAREHOLDER

COMPENSATION OF DIRECTORS .........

PROPOSALS .........................

Director Compensation Table ...........

ANNUAL REPORT ON FORM 10-K ........

SECURITY OWNERSHIP OF CERTAIN

INCORPORATION BY REFERENCE .......

BENEFICIAL OWNERS, MANAGEMENT

SHAREHOLDER LIST ...................

AND DIRECTORS ......................

ANNEX A ..............................

A-1

Certain Beneficial Owners .............

ANNEX B ..............................

B-1

Management and Directors ............

Directors - Aggregate Ownership .......

Stock Ownership Guidelines ...........

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This proxy statement was prepared under the direction of our Board of Directors ("Board") to solicit your proxy for use at the 2026 Armstrong World Industries, Inc. Annual Shareholders' Meeting (the "Annual Meeting"). This proxy statement and the related materials are first being distributed to shareholders on or about April 30, 2026. The terms "we", "our", "us", "Armstrong", "AWI", and "Company" used in this proxy statement refer to Armstrong World Industries, Inc.

ITEM 1 - ELECTION OF DIRECTORS

At the 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting"), which was held on June 12, 2025, our shareholders reelected Victor D. Grizzle, Barbara L. Loughran, Richard D. Holder, William H. Osborne, Wayne R. Shurts, and Roy W. Templin to the Board. Kathleen E. Pitre was also elected to the Board for the first time. Effective immediately upon his reelection as a director at the 2025 Annual Meeting, Mr. Templin was reelected as Chair of the Board. On October 22, 2025, the Board appointed Kevin P. Holleran as a director, expanding the Board size to eight members. Mr. Holleran was identified and recommended to the Nominating, Governance and Social Responsibility Committee ("Governance Committee") by a third-party search firm retained by the Governance Committee to identify qualified potential director candidates.

On January 13, 2026, the Board expanded the size of the Board to nine members and announced a leadership transition that became effective April 1, 2026 pursuant to which:

Victor D. Grizzle transitioned from his position as the Company's President and Chief Executive

Officer ("CEO") to become Executive Chair of the Board ("Executive Chair");

Mark A. Hershey succeeded Mr. Grizzle as President and CEO of the Company and became a director of the Board; and

Roy W. Templin became lead independent director of the Board ("Lead Independent Director").

On the recommendation of the Governance Committee, our Board has nominated the nine persons listed below for election at the Annual Meeting, including Messrs. Holleran and Hershey who were appointed since the 2025 Annual Meeting. All nominees are current directors of the Company. Subject to his reelection as a director at the Annual Meeting, Mr. Grizzle is expected to continue to serve as Executive Chair of the Board until December 31, 2026, at which time he is expected to resign as a director with the size of the Board reduced to eight members. Subject to his reelection as a director at the Annual Meeting, Mr. Templin is expected to continue to serve as Lead Independent Director until December 31, 2026 and to be reappointed to serve as Chair of the Board, effective January 1, 2027.

All nominees, with the exception of our President and CEO, Mark A. Hershey, and our Executive Chair, Victor D. Grizzle, have been determined by the Board to be independent under the guidelines of the listing standards of the New York Stock Exchange ("NYSE") and our Corporate Governance Principles. Each nominee's term would, if elected, run from the date of such nominee's election until the election at our next annual meeting of shareholders and qualification of such individual's successor, or until earlier disqualification, resignation, removal, death or incapacity. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected.

The Governance Committee believes that aligning director qualifications, experience and skill sets with our business, strategy, risks and opportunities in addition to the functional responsibilities of the Board is necessary to maintaining a Board of Directors that remains capable of effectively performing its oversight and decision-making responsibilities on behalf of the Company and its shareholders in a dynamic environment. As part of its annual Board evaluation process, the Governance Committee solicits the view of the entire Board regarding Board performance, composition, skills and leadership abilities and factors the responses received into its Board succession planning and refreshment processes. This evaluation will generally involve assessment at multiple levels, including individual director performance, the functioning of the Board's standing committees and the operation of the Board as a collective whole. As needed, an outside advisor may be retained to assist the Board as part of its annual evaluation process.

Coordinated by the Chair of the Governance Committee, our 2025 Board evaluation process included both a confidential peer review of individual directors and assessments of the effectiveness of each of our standing Board committees and the full Board. The Board discussed and evaluated the output of this evaluation process, in addition to input provided by an outside advisor retained to assist the Board in conducting its 2024 Board evaluation process, and used the same to inform the Board's refreshment and succession planning processes.

Public Company CEO or COO (past 5 years) Senior Executive Leadership

Manufacturing and Distribution Operations Financial Literacy

Cybersecurity

Our Board does not have term limits or a mandatory retirement age. The Board believes that instituting fixed limits on the tenure of directors could deprive the Company of important experience and knowledge. While Board refreshment is an important consideration in the assessment of the Board's composition, the Board believes that the interests of the Company are best served by being able to take advantage of all available talent, and that the Board should not make determinations with regard to its membership solely on the basis of age and tenure.

Performance concerns or changes in the skill sets or experience appropriate to meet the needs of the Company, the Board and its committees are addressed directly through the Board's evaluation, succession planning and refreshment processes.

Our Board believes that a board of directors composed of individuals with diverse attributes and backgrounds enhances the quality of our Board's deliberations and decisions. Our Board has an expansive view of diversity, going beyond the traditional concepts of race, gender and national origin, and we seek to ensure that our Board is composed of directors with diverse viewpoints, educational backgrounds and professional experience and expertise. Our Board recognizes that this diversity, coupled with strong personal and professional ethics, integrity and values, results in a board of directors that is well-qualified to guide the Company with good business judgment.

The Governance Committee expects each of the Company's directors to have proven leadership qualities, sound judgment, integrity and a commitment to the success of the Company. In evaluating director candidates and considering incumbent directors for nomination to the Board, the Governance Committee evaluates a variety of factors. These include each nominee's independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. For incumbent directors, the factors also include past performance on our Board and contributions to their respective committees. Our Board is also particularly interested in maintaining a mix of skills and qualifications that include the following:

Capital Markets Transactions Technology

Mergers & Acquisitions Risk Management Corporate Governance

Additionally, the Governance Committee may also establish additional specific skills and qualifications when recruiting potential Board candidates based upon an assessment by the Board of the current and future needs of the Company, the Board or its committees as part of the Board's evaluation, succession planning, and refreshment processes.

Each director nominee's biography in the pages that follow includes notable skills and qualifications that contributed to the individual's selection as a nominee. A summary of particular director skills and qualifications is also featured in the chart immediately following the director biographies.

Composition of Board Nominees:

78% Independent

22% Black

22% Women

4.9 years average tenure

60.9 years average age

OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE FOLLOWING NOMINEES:

Name Age* Director Since

Current Committee(s)†

Independent^

Victor D. Grizzle 64 2016

Mark A. Hershey 56 2026

Richard D. Holder 63 2022

AC, FC, NGSRC‡

✓

Kevin P. Holleran 57 2025

MDCC, NGSRC

✓

Barbara L. Loughran 62 2019

AC‡, FC, NGSRC

✓

William H. Osborne 66 2022

MDCC, NGSRC

✓

Kathleen E. Pitre 49 2025

AC, MDCC

✓

Wayne R. Shurts 66 2019

AC, MDCC‡

✓

Roy W. Templin 65 2016

FC‡

✓

* As of March 31, 2026

† Committees: AC (Audit); FC (Finance); MDCC (Management Development

& Compensation); NGSRC

(Nominating,

Governance & Social Responsibility)

^ As defined in NYSE listing standards and our Corporate Governance Principles

‡ Denotes committee chair

Information concerning the nominees is provided below:

VICTOR D. GRIZZLE

MARK A. HERSHEY

Mr. Grizzle was appointed as our Executive Chair on April 1, 2026. Previously, he served as our President and CEO since March 2016, and, immediately prior to that, as Executive Vice President and Chief Executive Officer of Armstrong Building Products, a business unit of Armstrong, since January 2011. Prior to joining Armstrong, Mr. Grizzle served as Group President of Global Engineered Support Structures Coatings & Tubing and President of International Division for Omaha at Valmont Industries, Inc., an infrastructure and agricultural equipment manufacturer, since January 2006. Prior to Valmont, he served as President of the Commercial Power Division of EaglePicher Corporation, a manufacturing and resource extractive company. Before that, Mr. Grizzle spent 16 years at General Electric Corporation, where he served as an American business leader for General Electric's Silicones Division. Mr. Grizzle also serves on the board of directors of Franklin Electric, a global leader in the production and marketing of systems and components for water and automotive fuels. As the former President and CEO of AWI, Mr. Grizzle provides our Board with significant insight regarding our operations, strategic planning and operational design. In addition, Mr. Grizzle brings to our Board broad leadership and business expertise, as well as comprehensive experience in global operations and manufacturing matters.

Mark Hershey was appointed as our President and Chief Executive Officer effective April 1, 2026. Previously, he served as Senior Vice President and Chief Operating Officer since April 2025, and as Senior Vice President, Americas, since January 2022. In these positions, Mr. Hershey was responsible for the business strategy and operations of both company segments, Mineral Fiber and Architectural Specialties, along with business development, research and development, and enterprise-wide strategic planning. Mr. Hershey joined Armstrong in 2011 as general counsel and secretary and subsequently served as chief compliance officer and leader of Armstrong's sustainability program. During his tenure at Armstrong, Mr. Hershey has played a key leadership role in a wide range of commercial transactions and strategic initiatives, including the separation of the flooring business in 2016, the sale of our European and Asian businesses in 2019, and multiple acquisitions to grow Armstrong's Architectural Specialties portfolio. Mr. Hershey is a performance-driven business leader who provides our Board with significant insight regarding our operations and strategic planning. He brings to our Board deep leadership skills, along with comprehensive expertise in manufacturing and distribution operations, mergers and acquisitions, corporate governance, and risk management.

RICHARD D. HOLDER

KEVIN P. HOLLERAN

Mr. Holder is currently the Chief Executive Officer of Loparex, Inc., a leading supplier of engineered release liner solutions, a position he has held since January 2024. With a strong focus on material science expertise and industry-leading technology, Loparex, Inc. enables sustainable performance for customers worldwide. Prior to his role at Loparex, Inc., Mr. Holder served as the President and CEO of HZO, Inc., a provider of thin-film nanocoatings for electronics, from January 2021 to January 2024. Before that, he held the position of President and CEO at NN, Inc., a publicly-traded diversified industrial manufacturing company, from June 2013 to September 2019. Mr. Holder's professional journey also includes significant leadership roles at Eaton Corporation, where he served for over a decade. His experience extends to the aerospace industry, and he is a veteran of the U.S. Marine Corps. In addition to his current position, Mr. Holder serves on the board of Enerpac Tool Group Corp., a publicly-traded industrial tools and services company, where he is a member of the Audit Committee. He also holds positions on several private company boards. With extensive operating experience, senior executive leadership, and a background in manufacturing, Mr. Holder brings valuable insights to our Board. His expertise as a former public company CEO further enhances his contributions to our organization.

Mr. Holleran has served as President, Chief Executive Officer, and Director of Hayward Holdings, Inc. since August 2019. Hayward is a leading designer, manufacturer, and marketer of innovative pool equipment and advanced automation systems. Prior to joining Hayward, Mr. Holleran was President and Chief Executive Officer of the Industrial Segment at Textron, beginning in 2017. He previously led Textron Specialized Vehicles as President and Chief Executive Officer for a decade, driving substantial growth in both revenue and profitability through strategic acquisitions and organic expansion. Earlier in his career, Mr. Holleran held key management roles at Ingersoll Rand and Terex Corporation. He brings senior executive leadership to our Board along with expertise in strategic planning, sales, marketing, and manufacturing operations.

BARBARA L. LOUGHRAN

WILLIAM H. OSBORNE

Ms. Loughran served as a partner with PricewaterhouseCoopers LLP (PwC) from 1998 until her retirement in June 2018. Ms. Loughran has held various positions at PwC, including serving in its National Office from 2016 to 2018 and from 2000 to 2003, as Industrial Products Business Unit Leader of PwC's New York Metro market from 2013 to 2015, and as Retail & Consumer Business Development Leader of PwC's New York Metro market from 2010 to 2012. As a client service partner, Ms. Loughran led the global relationship and audit of numerous large, publicly-traded companies across a broad range of industries, and led the National Office effort on leveraging new and innovative technologies. Ms. Loughran also serves on the board of directors of Amentum Holdings, Inc., a publicly-traded advanced engineering and technology solutions company, where she serves as chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. Ms. Loughran previously served on the board of directors of Jacobs Solutions, Inc., a publicly-traded engineering company, until the spin-off of Jacobs' Critical Mission Solutions and Cyber & Intelligence government services businesses and merger with Amentum Parent Holdings LLC to form Amentum Holdings, Inc. Ms. Loughran also serves as an advisory board member for ConquerAI, an AI technology consulting firm. Ms. Loughran brings to our Board an extensive public accounting background, international experience, financial and capital markets expertise, and experience in mergers and acquisitions, risk management, and financial oversight and reporting.

Mr. Osborne served as Senior Vice President of Total Quality and Operations for Boeing Defense, Space & Security, one of The Boeing Company's three business units from May 2020 until October 2022. He was part of Boeing's Executive Council and became the chair of Boeing's Manufacturing Operations Council. Boeing is the world's largest aerospace company and leading manufacturer of commercial jetliners and defense systems. In his role, Mr. Osborne maintained oversight for Environment, Health & Safety and was responsible for Boeing's factory operations. Previously, he was Boeing's Senior Vice President, Enterprise Operations from May 2018 until April 2020. Before joining Boeing, Mr. Osborne served as Senior Vice President of Global Manufacturing and Quality at Navistar International Corporation, a holding company whose subsidiaries and affiliates produce International® brand commercial and military trucks, from August 2013 to May 2018. He was also Senior Vice President of Custom Products at Navistar from May 2011 to August 2013. Before joining Navistar, he served as President and Chief Executive Officer of Federal Signal Corporation, a designer and manufacturer of a suite of products and integrated solutions for municipal, governmental, industrial and airport customers, from September 2008 to October 2010. Mr. Osborne began his career at Ford Motor Company. He currently serves on the board of directors of Quaker Houghton, a publicly traded global manufacturer of industrial process fluids. Mr. Osborne brings to our Board deep manufacturing, quality control, and executive leadership proficiencies, combined with valuable experience from his time as a public company chief executive officer and board member.

KATHLEEN E. PITRE

WAYNE R. SHURTS

Ms. Pitre is Senior Vice President & President, Beverage Packaging, North and Central America at the Ball Corporation, a position she has held since 2024. Her career at Ball has spanned more than twenty years and includes previous roles as the Company's President, Beverage Packaging, North and Central America from 2021 to 2024 and as the company's Chief Commercial and Sustainability Officer from 2019 to 2021. Prior to that, she also served as Vice President of Sustainability & Public Affairs, Vice President of Communications and Corporate Relations, and Executive Director of the Ball Foundation. Before her executive leadership roles in Ball's corporate and packaging business, she had an 11-year career with Ball in its aerospace business where she held various leadership roles in marketing and communications. In addition to her role at Ball, Ms. Pitre serves on the Global Leadership Council of the Colorado State University College of Business. She provides our Board with broad expertise in manufacturing, sustainability, marketing, communications and senior executive leadership.

Mr. Shurts served as the Executive Vice President and Chief Technology Officer at Sysco Corporation, a publicly-traded global leader in food service distribution, from 2012 until February 2019. Prior to this, Mr. Shurts served as Executive Vice President and Chief Information Officer at SUPERVALU, a publicly traded U.S. grocery retailer and wholesaler, from 2010 to 2012, and Chief Information Officer at Cadbury PLC, a British multinational confectionary company, from 2008 to 2010. Prior to this, Mr. Shurts has held various roles at Nabisco, including in finance, sales, supply chain, marketing, and technology. Mr. Shurts served on the board of directors of Con-Way Incorporated in 2015 until its acquisition by XPO Logistics Inc., where he served as a technology expert and a member of its Audit Committee and Nominating and Governance Committee. Mr. Shurts also serves on the board of directors of Stater Bros. Markets, a privately held grocery retailer, where he serves on the audit committee. Mr. Shurts brings to our Board extensive technology experience as a former Chief Information Officer, and in applying technology to improve and successfully transform business processes.

ROY W. TEMPLIN

Mr. Templin served as Chair of the Board of Directors of Con-Way Incorporated, a multinational freight transportation and logistics company, from January 2014 until its acquisition by XPO Logistics Inc. in 2015. He previously served as Executive Vice President and Chief Financial Officer of Whirlpool Corporation, a multinational manufacturer and marketer of home appliances, from 2004 to 2012, and as Vice President and Controller of Whirlpool Corporation from 2003 to 2004. Prior, he served as Vice President, Finance and Chief Accounting Officer of Kimball International, Inc. He also previously served on the Board of Trustees of the Goldman Sachs Mutual Funds from 2013 to 2022. Mr. Templin brings to our Board extensive experience as a senior executive, public company board member and executive of manufacturing industries, as well as experience in risk management, strategic planning, finance, and mergers and acquisitions.

Skills and Qualifications of Board of Directors

Grizzle

Hershey

Holleran

Holder

Loughran

Osborne

Pitre

Shurts

Templin

Public Company CEO or COO (past 5 years)

Senior Executive Leadership

Manufacturing and Distribution Operations

Financial Literacy

Cybersecurity

Capital Markets Transactions

Technology

Mergers and Acquisitions

Risk Management

Corporate Governance

CORPORATE GOVERNANCE

Our Corporate Governance Principles include guidelines regarding the responsibilities, duties, service and qualifications of our Board, the determination of a director's independence and any conflict of interests, Board access to management and independent advisors, director compensation and stock ownership requirements, Board committees and other matters relating to corporate governance. Our Corporate Governance Principles are available on our website under "Investors" -"Governance" - "Governance Documents" or at https://investors.armstrongworldindustries.com/ governance/governance-documents/default.aspx.

Also available on our website under "Investors" -"Governance" - "Governance Documents" are the charters of the Audit Committee, the Finance Committee, the Management Development and Compensation Committee ("Compensation Committee"), and the Governance Committee of the Board, along with the Armstrong Code of Business Conduct and the Armstrong Code of Ethics for Financial Professionals. Our website is not part of this proxy statement and references to our website address in this proxy statement are intended to be inactive textual references only.

It is the policy of the Company that our Board consist of a majority of directors who are not employees and are independent under all applicable legal and regulatory requirements, including the independence requirements of the NYSE and the SEC. For purposes of evaluating the independence of directors, in accordance with our Corporate Governance Principles, our Board will consider all relevant facts and circumstances from the standpoint of the director, and also from that of persons or organizations with which the director has affiliations. Consistent with our Corporate Governance Principles, to be considered "independent," a director must meet qualifications established by the Governance Committee to assist in the determination, which qualifications either meet or exceed the independence requirements of the NYSE and the SEC. Each of our standing Board committees must be composed entirely of independent directors and comply with all applicable rules and requirements of the NYSE and the SEC.

Our Board has determined that all of our director nominees, with the exceptions of Mr. Hershey, our President and CEO, and Mr. Grizzle, our Executive Chair, are independent under NYSE listing standards and our Corporate Governance Principles. In addition, our Board has further determined that each of the members of the Audit Committee, the Compensation Committee, the Finance Committee and the Governance Committee are independent within the meaning of the NYSE listing standards, any applicable minimum standards required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and enhanced standards required for membership on such committees by our Bylaws, namely that directors serving on such committees meet the independence criteria under both NYSE rules and Rule 10A-3(b)(1) under the Exchange Act.

Our Board oversees the Company's management processes for assessing and managing risk, both as a full Board and through its committees, which meet regularly and report to the full Board. Management is charged with managing risk through robust internal policies and controls.

identification of macro-, industry- and company-level developments and considerations in risk identification, assessment and mitigation;

processes to identify matters that create or reveal inappropriate risk to achieving our business plans;

processes to assess the likelihood and impact of such risks in order to prioritize them;

identification of major risks, how we define them, and our formulation of mitigation strategies;

identification of individuals responsible for mitigating major risks; and

monitoring of major risks and evolving risk landscape.

Pursuant to its charter, the Audit Committee has primary oversight responsibility with respect to the design of our enterprise risk management program, including for periodically reviewing the process, methodology, and tools used by management to identify, evaluate, organize, assess and mitigate significant risks.

Management regularly provides input and feedback on business segment risks during periodic business reviews and annual strategic planning discussions. Senior management regularly meets with designated individuals responsible for mitigating risks to review and assess risk mitigation and control measures. In addition, senior management regularly reevaluates the appropriateness of risk assessments and priorities. This process includes identifying risks that could prevent achievement of business goals and strategic plans. Our internal audit team uses the resulting information as a basis for developing its annual internal audit plan.

Pursuant to its charter, our Governance Committee is responsible for oversight of our corporate social responsibility program and practices, including its priorities, objectives, strategy and performance, and periodic sustainability reporting and disclosures. The Governance Committee receives updates from management regarding our sustainability program at least quarterly. Other Board committees assist the Governance Committee in fulfilling this responsibility by overseeing related matters in their areas of responsibility, including:

Compensation Committee - Reviews certain Company policies and programs relating to employment practices and diversity and inclusion.

Audit Committee - Reviews management's processes for data validation prior to issuing material public disclosures related to the Company's corporate social responsibility program.

Our Board oversees and advises on the Company's overall strategy and at least annually reviews the strategic priorities and initiatives of each business segment. In evaluating significant investments or capital allocation decisions, the Board generally considers the Company's strategic plan and the potential impact on long-term shareholder value creation.

Our Board oversees talent management and actively engages in succession planning. Our Board reviews the Company's "Organization Vitality" initiatives in support of its business strategy at least annually. This review includes a detailed discussion of the Company's leadership bench and succession plans with a focus on key positions at the senior officer level, including CEO, and incorporates the CEO's evaluation of potential internal successors. During 2025, our Board, CEO and the Compensation Committee met in furtherance of these initiatives. The independent members of the Board also met privately in executive session during 2025 to evaluate CEO succession planning.

The Governance Committee periodically reviews the Company's emergency CEO succession plan, while the Board continually evaluates regular CEO succession plans. The Board engages with potential successors to the CEO through Board and committee presentations and informal events at which the experiences, skills, competencies and leadership abilities of potential CEO successors can be assessed. In addition, the Board uses outside advisors as necessary to augment its evaluation of the Company's leadership bench and to identify and assess external candidates, as necessary.

Furthermore, Board committees discuss, as needed, the talent pipeline for specific critical roles. High potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, our Compensation Committee and our Board are regularly updated on key talent indicators for the overall workforce, including retention metrics, recruiting and development programs.

Our Bylaws and Corporate Governance Principles provide our Board with the flexibility to determine the leadership structure that best serves the Company and its shareholders, including whether the roles of Chair of the Board and CEO should be held by the same individual. Since 2010, our Board has determined to separate the roles of Chair of the Board and CEO. The separation of these roles allows our CEO to focus on managing the business while our Chair of the Board oversees our Board's functions.

As part of the leadership transition announced January 13, 2026 and further described on page 1 of this proxy statement, Mr. Hershey became President and CEO of the Company, Mr. Grizzle became Executive Chair, and Mr. Templin became Lead Independent Director, all effective April 1, 2026. Subject to his reelection as a director at the Annual Meeting, Mr. Grizzle is expected to serve as Executive Chair until December 31, 2026, at which time he is expected to resign as a director. Subject to his reelection as a director at the Annual Meeting, Mr. Templin is expected to be reappointed to serve as Chair of the Board, effective January 1, 2027. The Board believes this leadership structure will help facilitate an orderly and efficient transition to Mr. Hershey's leadership as the Company's President and CEO with effective and appropriate oversight from the Board.

Responsibilities of the Executive Chair include presiding at all meetings of the Company's shareholders and all meetings of the Board, being responsible for the orderly conduct by the Board of its oversight of the business of the Company, recruiting new Board members, ensuring an appropriate CEO succession plan in coordination with the Lead Independent Director, coordinating Board meeting schedules and agendas with the Lead Independent Director, and assisting the Lead Independent Director with the annual performance evaluations of the Board, its committees and its individual members coordinated by the Governance Committee. Working with the Lead Independent Director, the Executive Chair ensures that information provided by management to the Board is sufficient for the Board to fulfill its duties and communicates with other directors on key issues and concerns outside regularly scheduled meetings.

Responsibilities of the Lead Independent Director of the Board include presiding at all meetings of the Board at which the Executive Chair is not present, serving as principal liaison between the Independent Directors of the Board and the Executive Chair, working with the Executive Chair to develop and approve Board meeting agendas and schedules, ensuring the appropriateness and timeliness of information provided to the Board in coordination with the Executive Chair, reviewing results of the Board and Committee performance self-evaluations, leading the independent directors'

evaluation of the effectiveness of the Executive Chair, helping coordinate the Board's CEO succession planning process, meeting periodically with independent directors to discuss Board and committee performance, effectiveness and composition, and facilitating the independent oversight required by our Bylaws and Corporate Governance Principles, including by ensuring that the independent directors meet at regularly scheduled executive sessions outside the presence of management. Our Lead Independent Director presides at these executive sessions of the Board and will communicate any decisions reached, suggestions, views or concerns expressed by the nonemployee directors with the Executive Chair and management, as appropriate. In addition, each of the Board's four standing committees regularly meet at similar executive sessions, at which the respective committee chairs preside.

Our Board will continue to evaluate its leadership and governance structure within the context of the specific needs of the business, current Board composition, and the best interests of the Company and our shareholders.

The Governance Committee oversees the Company's director education and orientation programs. Director education ordinarily occurs in conjunction with regularly scheduled Board meetings and seeks to address topics important to enhancing the Board's knowledge of the Company, the industry in which we operate, key regulatory and market developments and emerging areas of opportunity and risk. Director education programming is presented by a mixture of internal and external subject matter experts, as appropriate. Directors are also encouraged to pursue individual educational opportunities throughout the year, for which the Company reimburses reasonable costs.

Any person who wishes to communicate with the Board, independent directors as a group, or

individual directors, including the Executive Chair or the Lead Independent Director, may direct a written communication to the attention of the Corporate Secretary at the Company's corporate offices at 2500 Columbia Avenue, Lancaster, Pennsylvania 17603. The Corporate Secretary will forward these communications to the intended recipient director(s), as appropriate, depending on the facts and circumstances outlined in the communication. Any person may also send general messages to directors by email to [email protected]. An individual wishing to send an email message to the Governance Committee, including a recommendation regarding a prospective director, may send the message to [email protected]. The Corporate Secretary will forward these messages, as appropriate.

The Company's relationships with its shareholders and other stakeholders are a critical part of our corporate governance profile, and the Board recognizes the value of taking their views into account. Among other things, this engagement helps the Board and management understand the larger context and impact of the Company's operations, learn about expectations for our performance, assess emerging issues that may affect our business or other aspects of our operations, and shape policy.

We maintain a formal shareholder outreach program to obtain investor perspectives on key topics of interest, such as corporate governance, executive compensation, social responsibility, sustainability and other matters. On an annual basis, we intend to continue to solicit feedback from institutional investors, including asset managers, pension funds and other investors. Shareholder communications and inquiries are shared with Company management, and with the Executive Chair, the Lead Independent Director and the Board committees, as appropriate.

The Board met six times during 2025, one of which was a special meeting.

There are four standing committees of the Board: the Audit Committee, the Compensation Committee, the Finance Committee and the Governance Committee, as described below.

Consistent with our Corporate Governance Principles, each standing committee has a charter and consists solely of directors who meet applicable independence standards required by the NYSE, the SEC, and our Bylaws. Each committee reports to the Board regularly and evaluates the effectiveness of its performance annually. The membership of each committee is determined by the Board on the recommendation of the Governance Committee. The Company's Corporate Governance Principles provide that (i) directors who are currently fully employed should not serve on more than two other public company boards, and (ii) other directors should not serve on more than four other public company boards.

All director nominees who served on the Board during 2025 participated in over 75% of the meetings of the Board during their tenure and over 75% of the meetings of the Committees on which they served during their tenure. Board members are expected to attend annual meetings in person or virtually, via the internet. All Board members attended the 2025 Annual Meeting.

oversees (i) auditing and accounting matters, including the selection, supervision and compensation of the Company's independent registered public accounting firm and any other registered public accountant engaged in auditing, audit-related, review or attest services, (ii) the scope of the annual audits and non-audit services performed by the Company's independent registered public accounting firm, and (iii) the Company's accounting practices and internal accounting controls;

has sole authority to engage, retain and dismiss the independent registered public accounting firm;

reviews and discusses with management and our independent registered public accounting firm the annual audited financial statements and quarterly financial statements included in our SEC filings and prior to issuing earnings press releases, reviewing with management the information being communicated to the public in the press release, including the use of any "pro forma" or "adjusted" non-GAAP information;

assists the Board in monitoring the integrity of the Company's financial statements and the independent registered public accounting firm's qualifications, independence and performance;

considers the integrity of and risks associated with overall financial reporting, legal compliance and disclosure processes; and

supervises and reviews the effectiveness of the Company's internal audit and compliance functions, and assists the Board in overseeing the Company's compliance with applicable legal and regulatory requirements.

Each member of the Audit Committee meets the NYSE and SEC financial literacy requirements. The Board has determined that Ms. Loughran qualifies as an "Audit Committee Financial Expert" as defined pursuant to the Exchange Act. The Audit Committee regularly meets independently with the Company's internal and independent auditors, with the leader of the Company's compliance function, and with various other members of management in furtherance of its responsibilities.

assists the Board in its oversight of the financial management of the Company, including material and strategic financial matters;

reviews the Company's capital structure, including with respect to its debt and equity securities, financing arrangements and credit facilities;

reviews the Company's capital expenditures, dividend policy and other forms of distributions on the Company's stock, and capital deployment strategies; and

reviews financial terms of certain proposed mergers, acquisitions, divestitures, strategic investments and joint ventures.

establishes our overall philosophy and policies governing compensation programs;

oversees the design of our executive compensation and benefit programs and certain Company policies and programs relating to employment practices;

administers and makes recommendations regarding our incentive and equity compensation plans;

reviews and approves goals and objectives relevant to the compensation of the CEO, evaluates the CEO's performance relative to those goals and objectives and recommends CEO compensation to the independent directors based on such evaluation;

oversees employment and compensation actions pertaining to executive officers;

reviews incentive compensation policies and practices to assess whether such policies and practices encourage unnecessary risk-taking behaviors; and

reviews executive officer succession plans.

monitors the independence of nonemployee directors;

reviews and evaluates director candidates, including, without limitation, director candidates recommended by shareholders, in accordance with the Company's Bylaws and the Corporate Governance Principles, and makes recommendations to the Board concerning nominees for election as Board members;

assists our Board in defining and assessing criteria and qualifications for the selection of candidates to serve on the Board;

recommends directors for appointment to Board committees;

makes recommendations to the Board regarding corporate governance matters;

reviews and makes recommendations to the Board regarding the compensation of nonemployee directors;

oversees the Company's sustainability and corporate social responsibility programs, including reviewing and assessing related strategies, structures, policies, practices and performance;

reviews and assesses the Company's key external communications, disclosures and reporting practices under the Company's corporate social responsibility program;

reviews and approves all related party transactions involving directors, director nominees, executive officers or other required parties;

oversees the Company's director education and orientation programs; and

engages in succession planning for the Board and coordinates an annual self-evaluation of the performance of the Board, each committee and individual directors.

None of the members of the Compensation Committee has ever been an officer or employee of

the Company or its subsidiaries, or had any relationship with the Company that requires disclosure under applicable SEC regulations.

We have written policies pertaining to related person transactions. Any related person transaction that may arise is required to be reviewed and approved by the Governance Committee, who must have no connection with the transaction.

Related person transactions would include transactions by the Company or any subsidiary with any director, director nominee, executive officer, shareholders owning more than 5% of the Company's outstanding common shares, per share par value $0.01 ("Common Stock"), or immediate family member of any of the foregoing, and transactions with businesses affiliated with any director or director nominee that meet the specifications in Item 404 of Regulation S-K.

The Chair of the Governance Committee has authority to approve transactions involving sums less than the disclosure threshold set in Item 404 of Regulation S-K. The material details of any such matters are required to be disclosed to the Governance Committee at its next regular meeting.

There have been no related person transactions since January 1, 2025, nor are any currently proposed, that meet the requirements for disclosure in this proxy statement.

Our Board maintains a Policy on Majority Voting as one of our Corporate Governance Principles. The Policy provides that in an uncontested election of directors, any nominee who receives a greater number of votes "withheld" from the nominee's election than votes "for" the nominee's election will, within 10 business days following the certification of the shareholder vote, tender written resignation to the Board. Such tendered resignation will be considered by the Governance Committee taking into account any factors or other information it considers appropriate and relevant and, within 60 days following the date of the shareholders' meeting at which the election occurred, will make a recommendation to the Board concerning the

acceptance or rejection of such resignation. The Board will take formal action on the Governance Committee's recommendation no later than 90 days following the date of the shareholders' meeting at which the election occurred. The Board will consider the information, factors and alternatives considered by the Governance Committee and such additional factors, information and alternatives as the Board deems relevant.

Within four business days after the Board's decision on the Governance Committee's recommendation, the Company will publicly disclose in a current report on Form 8-K filed with the SEC the Board's decision, and, if applicable, the Board's reasons for rejecting the tendered resignation. A director whose resignation is accepted by the Board may not be re-appointed to fill the vacancy created by such director's resignation.

No director who is required to tender such director's resignation shall participate in the Governance Committee's deliberations or recommendation, or in the Board's deliberations or determination, with respect to accepting or rejecting the resignation as a director. If a majority of the members of the Governance Committee are required to tender their resignations, then the independent directors who are not required to tender their resignations will appoint an ad hoc Board committee from amongst themselves, consisting of such number of independent directors as they may determine to be appropriate, solely for the purpose of considering and making a recommendation to the Board with respect to the tendered resignations. If such ad hoc committee would have been created but fewer than

three directors would be eligible to serve on it, then the entire Board (other than the director whose resignation is being considered) will make the determination to accept or reject the tendered resignation without any recommendation from the Committee and without the creation of an ad hoc committee.

The Governance Committee will consider director candidates nominated by shareholders. The Governance Committee considers all potential candidates in the same manner and by the same standards regardless of the source of the recommendation.

The procedures for recommending candidates are posted at https:// investors.armstrongworldindustries.com/ governance/contact-the-board/default.aspx.

Shareholders who wish to suggest individuals for service on the Board are requested to review Article II, Section 4 of our Bylaws and supply the information required in (a) through (l) of that Section in a written request to the Corporate Secretary at the Company's corporate offices at 2500 Columbia Avenue, Lancaster, Pennsylvania 17603.

When evaluating the candidacy of nominees proposed by shareholders, the Governance Committee may request additional information as it may consider reasonable to determine the proposed nominee's qualifications to serve as a member of the Board.

Sustainability is an important part of our approach to doing business. We aim to continually improve the environmental sustainability of our products and operating processes, promote and maintain an inclusive workplace through our merit-based hiring processes and provide meaningful support for our communities.

Our sustainability program is organized around three functional "pillars": Healthy and Circular Products, Healthy Planet, and Thriving People and Communities. Our sustainability program includes specific 2030 goals and key performance targets for each pillar.

Our program pillars are focused on these key priorities and objectives:

In May 2025, we published our fifth Sustainability Report ("2025 Sustainability Report"), in which we discussed the progress made in 2024 towards our 2030 goals and targets for each of our pillars.

We prepared our 2025 Sustainability Report using the frameworks of the Sustainability Accounting Standards Board (SASB) Building Products & Furnishings standards, the Global Reporting Initiative (GRI), and the Task Force on Climate-Related Financial Disclosures (TCFD).

The Governance Committee has responsibility for overseeing our sustainability program and practices. The Audit Committee maintains responsibility for overseeing management's processes for validating data prior to management issuing material public disclosures related to the Company's sustainability program. Additional information regarding the Governance Committee's oversight responsibilities and the involvement of other Committees of the Board can be found in the "BOARD OVERSIGHT OVER SUSTAINABILITY

MATTERS" Section on page 11.

Our sustainability program is led by our Director of Sustainability and Government Relations, who reports to our Senior Vice President, General Counsel, Chief Compliance Officer & Secretary. Our Director of Sustainability and Government Relations is responsible for designing and implementing action plans towards our enterprise-wide goals.

Our Sustainability Council, comprising senior leaders from various functions within the organization, is responsible for embedding and implementing our sustainability goals and initiatives throughout the organization.

In support of these goals and initiatives, cross-functional employee pillar teams - for each of the Healthy and Circular Products, Healthy Planet and Thriving People and Communities pillars - help assess our current state and develop action plans and interim targets intended to further our progress towards those goals.

We created the Armstrong World Industries Foundation as our philanthropic arm in 1985. The Foundation's strategy is primarily focused on making a positive difference in the lives of people where they live, work, learn, heal and play, through awarding grants to qualified charitable organizations that meet at least two of the following criteria:

Operate in communities where our employees live and work.

Commit to elevating the importance of design and buildings in people's lives.

Renovate the buildings where they operate to improve their spaces and therefore the quality of service they provide to the people they benefit.

Focus on those who are most in need, particularly underserved children and early childhood education.

The Foundation also provides support to:

current and future employees and retirees through gift matching programs, hardship support, and emergency/disaster relief support;

communities in which we operate; and (c) the qualified charitable efforts of architects, designers, contractors and others in the building and construction community who are dedicated to elevating the importance of healthy and sustainable spaces for people's lives.

More information about our sustainability program and practices, including the 2025 Sustainability Report, is available in the "Sustainability" section of our website at https://www.armstrong.com. The 2025 Sustainability Report and other information available on our website are not part of, nor are they incorporated by reference into, this proxy statement, and references to our website address in this proxy statement are intended to be inactive textual references only. Additionally, the sustainability data, statistics and metrics included herein, unless otherwise specifically indicated, are non-audited estimates, were not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have not been externally assured, continue to evolve and may be based on assumptions believed to be reasonable at the time of preparation, but should not be considered guarantees.

The following table sets forth information regarding individuals who serve as our executive officers as of April 1, 2026.

Name Age Present Position and Business Experience During the Last Five Years*

Victor D. Grizzle

64 Armstrong World Industries, Inc. Executive Chair since April 2026 Director since April 2016

President & CEO (April 2016 - March 2026)

Mark A. Hershey 56 Armstrong World Industries, Inc.

President & CEO, Director since April 2026

Senior Vice President & Chief Operating Officer (April 2025 to March 2026)

Senior Vice President, Americas (January 2022 to March 2025) Senior Vice President, General Counsel and Business Development (January 2020 to January 2022)

Senior Vice President, General Counsel (July 2011 to January 2022) Chief Compliance Officer (February 2012 to January 2022) Secretary (April 2016 to January 2022)

Christopher P. Calzaretta 49 Armstrong World Industries, Inc.

Senior Vice President & Chief Financial Officer since August 2022 Vice President, Finance (January 2018 to August 2022)

Jessica M. Cicali 45 Armstrong World Industries, Inc.

Senior Vice President, General Counsel, Chief Compliance Officer & Secretary since April 2026

Thrive Advisory Services, LLC

Executive in Residence for Brookfield Capital Partners Ltd. / Brookfield's Private Equity Group (January 2024 to March 2026)

Shikun & Binui - America, Inc.

EVP, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary - S&B USA (U.S. operations of Shikun & Binui Ltd.) (September 2024 to February 2026)

Cardone Industries, Inc.

Chief Administrative Officer (January 2023 to July 2023)

VP, General Counsel & Corporate Secretary (May 2021 to December 2022)

Ricoh USA, Inc.

Vice President, Assistant General Counsel (March 2019 to May 2021)

Jill A. Crager

62 Armstrong World Industries, Inc.

Senior Vice President, Sales & Digital Marketing since January 2025 Senior Vice President, Sales Operations (January 2022 to December 2024)

Vice President, Digitalization (December 2019 to December 2022)

Michael C. Winters 53 Armstrong World Industries, Inc.

Senior Vice President, Architectural Specialties & Corporate Development since April 2026

Vice President, Architectural Specialties (February 2020 to March 2026)

James T. Burge

50 Armstrong World Industries, Inc.

Vice President, Controller since April 2021 Americas Controller (December 2017 to April 2021)

* Information in parentheses regarding previously held positions indicates the duration the Executive Officer held the position.

All executive officers are appointed by the Board to serve in their respective capacities until their successors are selected and qualified or until their earlier death, resignation or removal by the Board.

COMPENSATION OF DIRECTORS

In establishing compensation for our nonemployee directors, including the overall value of compensation and the mix of cash and equity, the Board analyzes competitive market data and any underlying director compensation trends generally, and compares our program to those of similarly sized companies in comparable industries. The Board is compensated through a combination of cash and equity annual retainers. Nonemployee directors receive more than half of their annual retainer in equity to align their compensation with shareholders' interests. Directors do not receive meeting fees or perquisites. The Board believes that this level of compensation supports the Company's ability to attract directors with suitable

backgrounds and experiences. A director who is an officer or employee of the Company or its subsidiaries is not compensated for service on the Board or on any Board committee.

The Governance Committee is responsible to evaluate the compensation program for nonemployee directors, which program includes the 2016 Directors Stock Unit Plan, (the "2016 Directors Stock Unit Plan") and, if approved by the shareholders, the 2026 Directors Stock Unit Plan. This evaluation may include an analysis of competitive market data and any underlying director compensation trends with assistance from an independent compensation consultant, as required.

The following table describes the elements of the compensation program for nonemployee directors in 2025:

Director Compensation Program

Element

Amount

Terms

Annual Retainer (Cash)

$90,000

paid in quarterly installments, in arrears

$145,000 (Chair)

Annual Retainer (Equity)

$125,000

annual (or pro-rated) grant of Director RSUs

$170,000 (Chair)

issued under the 2016 Directors Stock Unit

Plan

vest at one year anniversary or earlier

change in control if serving on such date

deliverable within sixty days of vesting unless

director elected to defer payment (and

except removal for cause)

one share per one unit upon delivery

no voting power until delivered

dividend equivalent rights

Committee Chair Fees*

$20,000 (AC; MDCC)

paid in quarterly installments, in arrears

$15,000 (FC; NGSRC)

Special Assignment Fees

$2,500 per diem

may be paid in connection with:

($1,250 for less

one-on-one meetings with the CEO

than four hours)

plant visits

other approved, non-scheduled significant

activities

* Committees: AC (Audit); FC (Finance); MDCC (Management Development & Compensation); NGSRC (Nominating, Governance & Social Responsibility)

Effective as of the date of the 2026 Annual Shareholders' Meeting, the annual equity retainer for nonemployee directors will be increased from

$125,000 to $135,000, and the annual retainer for the Chair of the Board will be increased from

$100,000 to $125,000, of which $65,000 is payable in cash and $60,000 is payable in equity. The

Board has determined that Mr. Templin will receive compensation for his role as Lead Independent Director equivalent to the compensation he would receive for service as Chair of the Board. As non-independent members of the Board, neither Mr. Hershey nor Mr. Grizzle receive compensation as directors.

COMPENSATION OF DIRECTORS (CONTINUED)

Annual grants for the equity portion of the retainer are effective as of the first business day following the date of the Annual Meeting, and the amount of

each grant is determined by the NYSE closing price of our shares of Common Stock on that date.

Director Compensation Table - 2025

Name

Fees Earned or Paid

in Cash ($)

Stock Awards ($)(1)

Option Awards ($)(2)

Non-Equity Incentive Plan

Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings

($)(3)

All Other

Compensation

($)(4) Total ($)

Richard D. Holder

105,000

125,100

- - - 6,360

236,460

Kevin P. Holleran(5)

22,500

83,516

- - - -

106,016

Barbara L. Loughran

110,000

125,100

- - - 10,807

245,907

William H. Osborne

90,000

125,100

- - - 1,333

216,433

Kathleen E. Pitre

45,000

125,100

- - - -

170,100

Wayne R. Shurts

110,000

125,100

- - - 1,333

236,433

Roy W. Templin

160,000

170,027

- - - 1,813

331,840

Represents amounts that are in units of our shares of Common Stock. The amounts reported represent the aggregate grant date fair value for Director RSUs granted during the fiscal year, as calculated under the Financial Accounting Standards Board's Accounting Standards Codification ("ASC") Topic 718. Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our shares of Common Stock on the date of the grant. Grant date fair values differ from approved amounts due to rounding up fractional shares to the nearest whole share. For the number of Director RSUs credited to each director's account as of March 31, 2026, see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS, pages 24-27.

Directors do not receive stock options as part of their compensation for service on our Board.

Under the 2016 Directors Stock Unit Plan, directors may elect to defer the equity compensation that they receive as part of their compensation for service on our Board.

Represents cash dividend equivalent on vested undistributed shares and vested distributed shares, excluding any dividends payable for shares of Common Stock held individually by a director.

Mr. Holleran, who joined the Board in October 2025, was granted an award equal to two-thirds of the approved annual equity retainer for his service until the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS

Certain Beneficial Owners

The following table sets forth information regarding persons or groups known to us to be beneficial owners of more than 5% of our outstanding shares of Common Stock as of March 31, 2026 or the most recent date of any applicable reports filed by such persons or groups prior to that date. Beneficial ownership is determined in accordance with applicable rules of the SEC.

Amount and Nature of Beneficial

Percent of Class

Name and Address of Beneficial Owner

Ownership

Outstanding(1)(2)

BlackRock, Inc. 50 Hudson Yards

New York, NY 10001

5,562,424(3)

13.1%

Capital International Investors 333 South Hope Street, 55th Fl Los Angeles, CA 90071

2,619,024(4)

6.1%

Based on 42,612,212 shares of the Company's Common Stock outstanding as of March 31, 2026, as reported to the NYSE (63,336,313 shares reported, less 20,724,101 shares held in treasury).

Prior versions of this table included The Vanguard Group, Inc. ("Vanguard"). On a Schedule 13G Amendment No. 9 filed with the SEC on January 10, 2024, Vanguard reported, as of December 31, 2023, that it had shared voting power with respect to 15,179 shares of Common Stock of the Company, sole dispositive power with respect to 4,700,871 shares of Common Stock of the Company and shared dispositive power with respect to 62,296 shares of Common Stock of the Company. Vanguard's Schedule 13G was further amended on March 26, 2026 to report that (i) due to an internal realignment, certain subsidiaries or business divisions of subsidiaries of Vanguard that formerly had, or were deemed to have, beneficial ownership with Vanguard will report beneficial ownership separately (on a disaggregated basis) from Vanguard; (ii) Vanguard no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions; and (iii) Vanguard beneficially owns no shares of the Company's Common Stock. As of March 31, 2026, no subsidiaries or business divisions of subsidiaries of Vanguard filed a Schedule 13D or Schedule 13G with respect to ownership of our Common Stock.

On a Schedule 13G Amendment No. 1 filed with the SEC on July 18, 2025, BlackRock, Inc. reported, as of June 30, 2025, that it had sole voting power with respect to 4,926,494 shares of Common Stock of the Company and sole dispositive power with respect to 5,010,325 shares of Common Stock of the Company.

On a Schedule 13G Amendment No. 6 filed with the SEC on May 10, 2024, Capital International Investors reported, as of April 30, 2024, that it had sole voting power with respect to 2,616,152 shares of Common Stock of the Company and sole dispositive power with respect to 2,619,024 shares of Common Stock of the Company.

Management, Directors and Director Nominees

The following table sets forth, as of March 31, 2026, the number of shares of Common Stock beneficially owned by all directors and nominees, the Company's named executive officers ("NEOs") as identified in the "COMPENSATION DISCUSSION AND ANALYSIS" section on page 38 and all directors and executive officers as a group in accordance with applicable SEC rules.

Name

Number of Common Shares Beneficially Owned

Number of Shares Subject to Options(1) Exercisable or Which Become Exercisable Within 60 Days

Total Number of Shares Beneficially Owned(2)

Restricted Stock Units(3) / Unvested Options

Total Common Shares Beneficially Owned Plus Restricted Stock Units and Unvested Options

Christopher P. Calzaretta

6,022

14,797

20,819

Jill A. Crager

4,328

9,011

13,339

Victor D. Grizzle

409,385

169,334

578,719

Mark A. Hershey

57,193

30,585

87,778

Richard D. Holder

5,347

Kevin P. Holleran

435

Barbara L. Loughran

8,868

William H. Osborne

3,114

827

3,941

Kathleen E. Pitre

827

Wayne R. Shurts

8,052

827

8,879

Austin K. So(5)

8,968

8,583

17,551

Roy W. Templin

18,327

1,124

19,451

Directors, Director Nominees and Executive Officers as a Group

(13 persons)(4) 517,447 - 517,447 254,151 771,598

Directors and NEOs do not receive stock option grants as part of the compensation programs for directors or NEOs, respectively.

No individual director or executive officer beneficially owns 1% of the shares of Common Stock outstanding as of March 31, 2026. The directors and executive officers as a group beneficially own approximately 1.2% of the shares of Common Stock outstanding as of March 31, 2026.

Represents, in the case of NEOs, unvested restricted stock units, unvested performance stock units at target, and vested but undistributed performance restricted stock units at target ("NEO RSUs") granted to them under the 2016 Long-Term Incentive Plan and under the Equity and Cash Incentive Plan adopted in 2022, and, in the case of nonemployee directors, vested and unvested stock units ("Director RSUs") granted to them as part of their annual retainer for Board service that are not acquirable by the director within 60 days of March 31, 2026 (in the case of vested Director RSUs due to deferral) under the terms of the 2016 Directors Stock Unit Plan. See Directors Aggregate Ownership table below for further information. None of these unvested NEO RSUs or Director RSUs have voting power.

Includes amounts for James T. Burge, Vice President, Controller.

Mr. So left the organization on April 1, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS (CONTINUED)

Directors - Aggregate Ownership

The table below sets forth, as of March 31, 2026, additional detail as to each nonemployee director's ownership and rights to ownership in the Company's equity.

Name

Common Shares

Vested Restricted Stock Units(1)

Unvested Restricted Stock Units(2)

Total Equity

Total Value(3)

Richard D. Holder

4,520

827

5,347

$ 881,186

Kevin P. Holleran

435

$ 71,688

Barbara L. Loughran

8,041

827

8,868

$1,461,446

William H. Osborne

3,114

827

3,941

$ 649,477

Kathleen E. Pitre

827

$ 136,290

Wayne R. Shurts

8,052

827

8,879

$1,463,259

Roy W. Templin

18,327

1,124

19,451

$3,205,525

Total

29,493

12,561

5,694

47,748

$7,868,870

Under the terms of the 2016 Directors Stock Unit Plan, the vested units will be acquirable by the director, at the election of the director: (i) at the vesting of the units at the one-year anniversary of the grant or (ii) at the time of the director's termination of service. Represents stock units for which a director elected to defer payment.

Under the terms of the 2016 Directors Stock Unit Plan, the Director RSUs granted to each director as part of his retainer for Board service shall vest (contingent upon the director's continued service as of such date) on the earlier of (i) the one-year anniversary of the grant; (ii) the death or total and permanent disability of the director; or (iii) the date of any Change in Control Event (as defined in the Plan). All the Director RSUs listed in this column will vest on June 11, 2026 (827 shares for Messrs. Holder, Osborne, Shurts, and Mses. Loughran and Pitre; 435 shares for Mr. Holleran; and 1,124 shares for the Lead Independent Director).

Represents an amount equal to the sum of the number of shares of Common Stock beneficially owned, plus the number of vested and unvested Director RSUs held, as applicable, multiplied by $164.80, which was the closing price of the shares of Common Stock of the Company on the NYSE on March 31, 2026. The amount excludes accrued dividends of $815.42 (non-interest bearing) for Messrs. Holder, Osborne, and Shurts and Mses. Loughran and Pitre; $294.94 (non-interest bearing) for Mr. Holleran; and $1,108.27 (non-interest bearing) for the Lead Independent Director.

In accordance with our Corporate Governance Principles, each nonemployee director must acquire as reasonably promptly as practicable following such director's appointment as a director (taking into account, among other things, the applicable director's individual financial and other circumstances and the then-current price of our securities) and then hold until the end of such director's service, shares of Common Stock equal in value to five times the director's annual cash retainer fee at the time such director joined the Board. Once the share ownership requirement is reached by a director, any later fluctuation in stock price is disregarded and no additional stock acquisition is required by such director.

This requirement is waived as to directors designated by shareholders who, while not holding shares individually, nevertheless have an equity interest in Common Stock of the Company by virtue of being a designee of the shareholder. All of the current directors have achieved this ownership requirement except for Ms. Pitre, who joined the Board in June 2025 and Mr. Holleran, who joined the Board in October 2025. For further details regarding stock ownership by nonemployee directors, see page 26 of this proxy statement. As officers of the Company, Messrs. Grizzle and Hershey are not subject to the stock ownership guidelines for nonemployee directors but are subject to separate stock ownership guidelines for executives.

ITEM 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee selected KPMG LLP to audit our consolidated financial statements and our internal control over financial reporting for 2026. In accordance with past practice, this selection will be presented to the shareholders for ratification at the Annual Meeting; however, consistent with the requirements of the Sarbanes-Oxley Act of 2002, the Audit Committee has ultimate authority in respect of the selection of our independent

registered public accounting firm. The Audit Committee may reconsider its selection if the appointment is not ratified by the shareholders.

A representative of KPMG LLP will be in attendance at the Annual Meeting to respond to appropriate questions and will be afforded the opportunity to make a statement at the meeting, if he or she desires to do so.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP.

AUDIT COMMITTEE REPORT

The Audit Committee engaged KPMG LLP as the Company's independent registered public accounting firm for 2026. In making this selection, the Audit Committee considered KPMG LLP's qualifications, discussed with KPMG LLP its independence, and reviewed the audit and non-audit services provided by KPMG LLP to the Company.

Management of the Company is responsible for the financial reporting process, including preparation of consolidated financial statements, establishing and maintaining an adequate system of internal controls, including internal control over financial reporting, enterprise risk management, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP is responsible for auditing those consolidated financial statements, expressing an opinion on the conformity of the Company's audited financial statements with accounting principles generally accepted in the United States and on the effectiveness of the Company's internal control over financial reporting. The Audit Committee is responsible to monitor and oversee these processes and procedures. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management regarding the effectiveness of internal control over financial reporting, the integrity and objectivity of financial statements provided to it and that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States. The Audit Committee also relies on the opinions of the independent auditors on the consolidated financial statements, conformity of the consolidated financial statements with accounting principles generally accepted in the United States and the effectiveness of the Company's internal control over financial reporting.

The Audit Committee's meetings facilitate communication among the members of the Audit Committee, management, the Company's internal auditors, and the Company's independent auditors. The Audit Committee reviewed and discussed the audited consolidated financial statements for fiscal year 2025 with the Company's management and the Company's independent auditors. The Audit Committee reviewed and discussed with management the critical accounting policies applied by the Company in the preparation of those financial statements. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board ("PCAOB") and had the opportunity to ask KPMG LLP questions relating to such matters. The discussions included the quality, and not just the acceptability, of the accounting principles utilized, the reasonableness of significant accounting judgments, and the clarity of disclosures in the financial statements.

The Audit Committee regularly considers the independence, qualifications and performance of KPMG LLP. Such consideration includes reviewing the written disclosures and the letter received from KPMG LLP required by applicable requirements of the PCAOB regarding the independent registered public accountants' communications with the Audit Committee concerning independence.

Based on the reviews and discussions referenced above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company's independent registered public accounting firm is in the best interests of the Company and its shareholders and have recommended that shareholders ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2026.

Submitted by the Audit Committee

Barbara L. Loughran (Chair) Richard D. Holder

Kathleen E. Pitre Wayne R. Shurts

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our annual consolidated financial statements for 2025 and 2024, as well as fees billed for other services rendered by KPMG LLP. All fees in 2025 and 2024 were pre-approved by the Audit Committee.

(amounts in thousands)

2025

2024

Audit Fees(1)

$3,437

$3,227

Audit Related Fees

$ -

Total audit fees

$3,437

$3,227

Tax Fees(2)

$ 370

$ 402

Other(3)

$ 2

$ 14

Total other fees

$ 372

$ 416

Total Fees

$3,809

$3,643

For both years, audit fees are for services rendered in connection with the integrated audit of Armstrong's consolidated financial statements as of and for the year then ended, for which a portion of billings occurred in the following years. For both years, audit fees were also incurred for reviews of condensed consolidated financial statements included in the Company's quarterly reports on Form 10-Q.

Tax fees were primarily for tax compliance, tax planning, technical assistance, and consulting on both domestic and international matters.

Fees that do not fall within the categories set forth above. Fees in 2024 primarily relate to participation in executive education programs.

The Audit Committee has considered whether the provision by KPMG LLP of the non-audit services described above was allowed under Rule 2-01(c)(4) of Regulation S-X and was compatible with maintaining auditor independence and has concluded that KPMG LLP was and is independent of the Company in all respects. KPMG LLP did not provide non-audit services to the Company during 2025 other than those described herein.

Audit Committee Pre-Approval Policy

The Audit Committee adheres to a policy that requires the Audit Committee's prior approval of any audit, audit-related and non-audit services provided by the firm that serves as our independent registered public accounting firm. Pursuant to this policy, management cannot engage the firm for any services without the Audit Committee's pre-approval. The Audit Committee delegates to the Audit Committee Chair the authority to pre-approve non-audit services for purposes of handling immediate needs, with a report to the full Audit Committee of such approvals at its next meeting. The policy complies with Section 10A(i) of the Exchange Act.

Evaluation of Independent Auditors; Auditor Tenure

The Audit Committee is directly responsible for the selection, appointment, compensation, evaluation and, where appropriate, replacement of our independent registered public accounting firm. As in prior years, the Audit Committee has evaluated KPMG LLP in connection with the Audit Committee's consideration of whether to recommend that the Company's shareholders ratify the selection of KPMG LLP as the Company's independent auditor for 2026. In that review, the Audit Committee considered both the continued independence of KPMG LLP and whether retaining KPMG LLP is in the best interests of the Company and its shareholders. The Audit Committee's evaluation of KPMG LLP further included: (i) the results of an annual management survey of KPMG's overall performance; (ii) review of external data on audit quality and performance, including recent PCAOB reports on KPMG LLP and its peer firms; (iii) an analysis of KPMG LLP's known legal risks and significant proceedings that may impair KPMG LLP's ability to perform the Company's annual audit; and (iv) a review of the competitiveness of KPMG LLP's fees given the services provided to the Company. In addition, KPMG LLP reviews with the Audit Committee its analysis of its

independence in accordance with PCAOB Rule 3526. The Audit Committee evaluates whether the independent registered public accounting firm should be rotated and considers the advisability and potential impact of selecting a different independent registered public accounting firm. In addition to the matters discussed above, factors considered by the Audit Committee when retaining its independent auditors include:

the firm's technical expertise;

the firm's knowledge of the Company's business and industry;

the firm's reputation;

the firm's geographic footprint compared to our business;

the firm's tenure as the Company's independent auditor; and

continuous evaluation of the quality of communications and engagement with the firm.

KPMG LLP has served as the independent registered public accounting firm of the Company and its predecessors since 1929. We believe this long tenure is advantageous for several reasons, including the following:

Enhanced audit quality resulting from the institutional knowledge of and expertise regarding Armstrong's operations and business strategy, accounting policies and practices, and internal control over financial reporting;

Increased audit efficiency by virtue of KPMG LLP's familiarity with Armstrong's accounting policies and practices and relevant personnel; and

Avoidance of disruption and undue demands on management time involved in onboarding a new independent registered public accounting firm.

Regular Rotation of Primary Engagement Partner

In accordance with applicable rules on partner rotation, KPMG LLP's lead engagement partner for our audit is changed every five years and was rotated in accordance with that cadence in 2024. The Audit Committee was involved in considering the selection of KPMG LLP's lead engagement partner, including interviewing the proposed candidate, and the Chair of the Audit Committee approved the selection of the lead engagement partner in 2024.

ITEM 3 - APPROVAL OF 2026 DIRECTORS STOCK UNIT PLAN

Our Board is asking shareholders to approve the Armstrong World Industries, Inc. 2026 Directors Stock Unit Plan (the "2026 Directors Stock Unit Plan"). The Governance Committee and our Board previously approved the 2026 Directors Stock Unit Plan, subject to shareholder approval.

The 2026 Directors Stock Unit Plan is a new equity compensation plan for our nonemployee directors and will replace the 2016 Directors Stock Unit Plan, which is set to terminate pursuant to its terms on July 7, 2026. If approved by our shareholders, the 2026 Directors Stock Unit Plan will become effective as of July 1, 2026, after which no further grants will be made under the 2016 Directors Stock Unit Plan.

Shareholder approval of the 2026 Directors Stock Unit Plan is being sought in order to meet New York Stock Exchange listing requirements. The 2026 Directors Stock Unit Plan will enable us to continue our director compensation program, which is intended to attract, motivate and retain experienced, highly-qualified non-employee directors who will contribute to our financial success. The 2026 Directors Stock Unit Plan is intended to align the interests of the nonemployee directors with those of the shareholders through the grant of stock unit awards.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE ARMSTRONG WORLD INDUSTRIES, INC. 2026 DIRECTORS STOCK UNIT PLAN.

If this Item 3 is approved by the shareholders at the Annual Meeting, the maximum aggregate number of shares that may be issued under the 2026 Directors Stock Unit Plan shall be 250,000 shares of our Common Stock, subject to adjustments as provided in the 2026 Directors Stock Unit Plan. When deciding on the number of shares to be available for awards under the 2026 Directors Stock Unit Plan, the Board of Directors considered a number of factors, including the number of shares needed for future stock unit awards, the number of shares authorized and issued under the 2016 Directors Stock Unit Plan and input from the Company's independent compensation consultant.

As of April 16, 2026, our capital structure consisted of 42,712,328 shares of Common Stock outstanding. The proposed share authorization is a request for 250,000 shares to be available for awards under the 2026 Directors Stock Unit Plan. The 250,000 shares represent approximately 0.58% of fully diluted shares of our Common Stock, including all shares that will be authorized under the 2026 Directors Stock Unit Plan. The Board believes that this number of shares of Common Stock under the 2026 Directors Stock Unit Plan represents a reasonable amount of potential equity dilution, which will allow us to continue awarding equity awards to our nonemployee directors, and that equity awards are an important component of the director compensation program.

Based on our current equity awards practices and the current price of our Common Stock, the Board estimates that the authorized shares under the 2026 Directors Stock Unit Plan will be sufficient to provide stock unit awards for approximately ten years, in amounts determined appropriate by the Board or the Committee described below. This is only an estimate, and circumstances could cause the share reserve to be used more or less quickly.

The following is a brief description of the material features of the 2026 Directors Stock Unit Plan. This description is qualified in its entirety by reference to the full text of the 2026 Directors Stock Unit Plan, a copy of which is attached to this Proxy Statement as Annex B.

The 2026 Directors Stock Unit Plan authorizes up to 250,000 shares of our Common Stock for issuance, subject to adjustment as described below. If and to the extent stock units granted under the 2026 Directors Stock Unit Plan are forfeited, terminated, or otherwise are not paid in full, the shares reserved for such grants shall again be available for purposes of the 2026 Directors Stock Unit Plan.

The 2026 Directors Stock Unit Plan provides that the maximum grant date value of shares of Common Stock subject to grants of stock units made to any nonemployee director during any one calendar year, taken together with any cash fees earned by such nonemployee director for services rendered during the calendar year, shall not exceed

$750,000 in total value. The value of such grants shall be calculated based on the grant date fair value of such grants for financial reporting purposes.

The 2026 Directors Stock Unit Plan is administered and interpreted by the Board or, if so delegated, to the Governance Committee. The Board has delegated administrative responsibility to the Governance Committee. References to the Committee mean the Governance Committee or the Board, as applicable. Unless the 2026 Directors Stock Unit Plan is administered by the Board, each member of the Committee shall be a "nonemployee director" within the meaning of Rule 16b-3(b)(3) of the Exchange Act. The Committee has the discretionary authority to make such determinations and interpretations and to take such actions in connection with the 2026 Directors Stock Unit Plan and any awards granted under the 2026 Directors Stock Unit Plan as it deems necessary or advisable.

The Committee may award stock units with respect to shares of our Common Stock to nonemployee directors. Unless the Committee determines otherwise, each year, each nonemployee director shall be granted a number of stock units based on a formula approved by the Committee. If a nonemployee director is elected to the Board other than at the annual meeting of shareholders, the Committee may pro-rate the amount of the annual

ITEM 3 - APPROVAL OF 2026 DIRECTORS STOCK UNIT PLAN (CONTINUED)

grant of stock units awarded to such director to correspond to the period of time to be served by the nonemployee director between such nonemployee director's election and the next annual meeting of shareholders. Stock units may also be granted to nonemployee directors at such times, in such amounts, and upon such terms and conditions as the Committee deems appropriate. Each stock unit provides the right to receive a payment in shares of Common Stock upon the vesting of the stock unit, unless the nonemployee director elects to defer payment of the stock units. The Committee determines the number of stock units that will be awarded, as well as the other terms and conditions applicable to the stock units.

Unless the Committee determines otherwise, the provisions described below apply to all grants made under the 2026 Directors Stock Unit Plan. Stock units shall vest, contingent upon the participant's continued service as a director of our Board through the vesting date, on the first to occur of:

(i) the date of the next annual shareholders meeting; (ii) the date on which the participant has a separation from service on account of death or total and permanent disability; or (iii) the date of a change in control.

A change in control is deemed to have occurred under the 2026 Directors Stock Unit Plan if any of the following events have occurred:

Any individual, entity, or group, other than our company, beneficially owns 35% or more of our voting stock;

Individuals who, as of July 1, 2026, constituted our Board (referred to as the incumbent board) cease to constitute at least a majority of our Board. Any individual who becomes a director after such date by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended shall be deemed a member of the incumbent board. However, no individual who was initially elected as a member of our Board in connection with an actual or threatened election contest or settlement of an actual or threatened election contest will be considered to be a member of the incumbent board;

Consummation of a merger or consolidation of our Company or any direct or indirect subsidiary with any other corporation, other than (i) a

merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the surviving company, the entity surviving such merger or consolidation or, if our Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization of our Company (or similar transaction) in which no individual or entity beneficially owns 35% or more of the combined voting stock of our Company's then outstanding securities resulting from the transaction;

Shareholder approval of a liquidation or dissolution of our Company; or

Consummation of a sale of all or substantially all of our Company's assets.

The Committee may provide a different definition of change of control in an award agreement if it determines a different definition is necessary or appropriate, including to comply with Section 409A of the Internal Revenue Code.

A director may elect to defer payment of vested stock units that will be granted in a designated year, consistent with the requirements of Section 409A of the Internal Revenue Code. The deferral election may provide for payment upon the first to occur of

(i) the date of the director's separation from service for any reason other than cause or (ii) a change in control that meets the requirements of a "change in the ownership or effective control, or a change in the ownership of a substantial portion of the assets," under Section 409A of the Internal Revenue Code. The elected deferred date is referred to as a "deferred payment date."

A vested stock unit will be paid in shares of Common Stock, with one share of Common Stock delivered for each vested stock unit within 60 days after the date of vesting or within 60 days after a deferred payment date, as applicable.

If an award of stock units is outstanding as of the record date for determining the shareholders entitled to receive a cash dividend on outstanding shares of Common Stock, each director shall be credited with dividend equivalents with respect to the director's outstanding stock units. Dividend equivalents will vest at the same time as the underlying stock units. Unless the Committee

Disclaimer

Armstrong World Industries Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 12:18 UTC.