AZZ INC — Director's Dealing 2020

May 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2020-05-18

Reporting Person: Bacius Chris M. (VP, Corporate Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-18	COMMON STOCK	M	893	—	Acquired	10223	Direct
2020-05-18	COMMON STOCK	M	23	—	Acquired	10246	Direct
2020-05-18	COMMON STOCK	F	222	$30.06	Disposed	10024	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-18	Restricted Stock Units	$	M	893	Disposed		COMMON STOCK (893.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 893 restricted stock units ("RSUs") granted on 5/18/2018, 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 222 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 granted on 5/18/2018, vest ratably over a 3-year period begining on 5/18/2019.

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