AZZ INC — Director's Dealing 2021

May 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2021-05-04

Reporting Person: FERGUSON THOMAS E (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-04	COMMON STOCK	M	9061	—	Acquired	118855	Direct
2021-05-04	COMMON STOCK	M	173	—	Acquired	119028	Direct
2021-05-04	COMMON STOCK	F	3623	$53.51	Disposed	115405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-04	Restricted Stock Units	$	M	9061	Disposed		COMMON STOCK (9061.0)	Direct
2021-05-04	Restricted Stock Units	$	A	17500	Acquired		COMMON STOCK (17500.0)	Direct
2021-05-04	Performance Share Units	$	A	17500	Acquired		COMMON STOCK (17500.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights accrued on 9,061 restricted stock units ("RSUs") granted on 5/4/2020, which AZZ has 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 3,623 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 5/4/2021.

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

F6: The RSUs are granted under the 2014 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 5/4/2022.

F7: Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F8: Represents 100% of the target number of PSUs that could be earned at the end of the 3-year performance cycle. The FY2022 PSU performance metric is AZZ's Total Shareholder Return ("TSR") relative to its industry peer group. The maximum payout for the FY2022 PSUs is not to exceed 200%.