AZZ INC — Director's Dealing 2021

May 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2021-05-22

Reporting Person: EMERY MATTHEW VARLEY (Chief Information & HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-22	COMMON STOCK	M	861	—	Acquired	15012	Direct
2021-05-22	COMMON STOCK	M	29	—	Acquired	15041	Direct
2021-05-22	COMMON STOCK	F	216	$53.61	Disposed	14825	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-22	Restricted Stock Units	$	M	861	Disposed		COMMON STOCK (861.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights that accrued on 861 restricted stock units ("RSUs') granted on 5/22/2019, which AZZ has settled in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.

F2: The reporting person disposed of 216 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, which was 5/22/2019.

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