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: FERGUSON THOMAS E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-18	COMMON STOCK	M	4762	—	Acquired	120167	Direct
2021-05-18	COMMON STOCK	M	231	—	Acquired	120398	Direct
2021-05-18	COMMON STOCK	F	1964	$54.04	Disposed	118434	Direct
2021-05-18	COMMON STOCK	M	18284	—	Acquired	136718	Direct
2021-05-18	COMMON STOCK	M	889	—	Acquired	137607	Direct
2021-05-18	COMMON STOCK	F	7544	$54.04	Disposed	130063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-18	Restricted Stock Units	$	M	4762	Disposed		COMMON STOCK (4762.0)	Direct
2021-05-18	Performance Share Units	$	M	18284	Disposed		COMMON STOCK (18284.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights that accrued on 4,762 RSUs granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.

F2: The reporting person disposed of 1,964 shares of common stock to satisfy tax withholding obligations on the vesting of 4,993 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 14,285 target PSUs and 3,999 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 14,285 granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.

F5: The reporting person disposed of 7,544 shares of common stock to satisfy tax withholding obligations on the vesting of 19,173 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 AZZ common stock are not subject to expiration.

F9: The PSUs represents 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.