AZZ INC — Director's Dealing 2023

Aug 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2023-08-08

Reporting Person: Moseley Tiffany (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-08	Restricted Stock Units	$	A	3545	Acquired		COMMON STOCK (3545.0)	Direct
2023-08-08	Performance Share Units	$	A	3545	Acquired		COMMON STOCK (3545.0)	Direct
2023-08-08	Restricted Stock Units	$	A	6952	Acquired		COMMON STOCK (6952.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

F2: The RSUs are granted under AZZ's 2023 Long-Term Incentive Plan and vest over a three-year period with one-third of the RSUs vesting on 5/22/2024, 5/22/2025 and 5/22/2026.

F3: Once vested, the shares of common stock are not subject to expiration.

F4: 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.

F5: Represents 100% of the target number of PSUs that could be earned at the end of the 3-year performance cycle (3/1/2023 - 2/28/2026). The FY2024 PSU performance metric is AZZ's Total Shareholder Return ("TSR") relative to its executive compensation peer group. The maximum payout for the FY2024 PSUs is not to exceed 200%.

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

F7: Pursuant to Ms. Moseley's offer letter of employment, she was granted a one time equity award of 6,952 RSUs on 8/8/2023 that will cliff vest in full on 5/22/2025.