AZZ INC — Director's Dealing 2021

May 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2021-05-18

Reporting Person: Mackey Tara D (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-18	COMMON STOCK	M	1191	—	Acquired	10997	Direct
2021-05-18	COMMON STOCK	M	57	—	Acquired	11054	Direct
2021-05-18	COMMON STOCK	F	303	$54.04	Disposed	10751	Direct
2021-05-18	COMMON STOCK	M	4570	—	Acquired	15321	Direct
2021-05-18	COMMON STOCK	M	222	—	Acquired	15543	Direct
2021-05-18	COMMON STOCK	F	1166	$54.04	Disposed	14377	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-18	Restricted Stock Units	$	M	1191	Disposed		COMMON STOCK (1191.0)	Direct
2021-05-18	Performance Share Units	$	M	4570	Disposed		COMMON STOCK (4570.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights that accrued on 1,191 restricted stock units ("RSUs") granted on 5/18/2018, which AZZ has been settled in shares of AZZ common stock.

F2: The reporting person disposed of 303 shares of common stock to satisfy tax withholding obligations on the vesting of 1,245 RSUs and dividend equivalents.

F3: Represents the number of shares acquired by the reporting person upon the vesting of performance share units ("PSUs") granted on 5/18/2018. This number represents 3,571 target PSUs and 999 additional PSUs earned based upon the achievement of 128% of pre-established performance goals during the performance cycle.

F4: Represents the vesting of dividend equivalent rights that accrued on the target PSUs of 3,571 granted on 5/18/2018, which has been settled in shares of AZZ common stock.

F5: The reporting person disposed of 1,166 shares of common stock to satisfy tax withholding obligations on the vesting of 4,792 PSUs and dividend equivalents.

F6: Each RSU represents a contingent right to receive one share of AZZ common stock.

F7: The RSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and vest over a 3-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date which was 5/18/2018.

F8: Once vested, the shares of common stock are not subject to expiration.

F9: The PSUs represent a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F10: The PSUs were granted under the 2014 Plan and had a three-year performance cycle (3/1/2018 - 2/28/21) and vested upon the achievement of certain pre-established performance goals.