AZZ INC — Director's Dealing 2020

May 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2020-05-22

Reporting Person: Mackey Tara D (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-22	COMMON STOCK	M	1148	—	Acquired	10738	Direct
2020-05-22	COMMON STOCK	M	20	—	Acquired	10758	Direct
2020-05-22	COMMON STOCK	F	284	$31.28	Disposed	10474	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-22	Restricted Stock Units	$	M	1148	Disposed		COMMON STOCK (1148.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 1,148 restricted stock units ("RSUs") granted on 5/22/2019, which AZZ elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F2: The reporting person disposed of 284 shares of common stock to satisfy tax withholding obligations.

F3: Each RSU represents a contingent right to receive one share of AZZ common stock.

F4: The RSUs are granted under AZZ's 2014 Long Term Incentive Plan and vest over a three-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on 5/22/2020.

F5: Once vested, the shares of common stock are not subject to expiration.