AZZ INC — Director's Dealing 2022

May 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2022-05-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-22	COMMON STOCK	M	3979	—	Acquired	20963	Direct
2022-05-22	COMMON STOCK	M	191	—	Acquired	21154	Direct
2022-05-22	COMMON STOCK	F	1348	$43.43	Disposed	19806	Direct
2022-05-22	COMMON STOCK	M	862	—	Acquired	20668	Direct
2022-05-22	COMMON STOCK	M	41	—	Acquired	20709	Direct
2022-05-22	COMMON STOCK	F	291	$43.43	Disposed	20418	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-22	Performance Share Units	$	M	3979	Disposed		COMMON STOCK (3979.0)	Direct
2022-05-22	Restricted Stock Units	$	M	862	Disposed		COMMON STOCK (862.0)	Direct

Footnotes

F1: Represent the vesting of dividend equivalent rights that accrued on the target performance share units ("PSUs") of 2,584 granted on 5/22/2019, which AZZ has settled in shares of AZZ common stock.

F2: The reporting person disposed of 1,348 shares of common stock to satisfy tax withholding obligations.

F3: Represents the vesting of dividend equivalent rights accrued on 862 restricted stock units ("RSUs") granted on 5/22/2019, which AZZ has elected to pay in shares of AZZ common stock.

F4: The reporting person disposed of 291 shares of common stock to satisfy tax withholding obligations.

F5: Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F6: Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 5/22/2019. This number represents 2,584 target performance share units ("PSUs") and 1,395 additional PSUs earned based upon the achievement of 154% of pre-established performance goals during the performance cycle.

F7: The PSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and had a three-year performance cycle (3/1/2019- 2/28/2022).

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

F9: Each RSU represents a contingent right to receive one share of AZZ common stock.

F10: The RSUs were 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, which was 5/22/2019.