AZZ INC — Director's Dealing 2023

May 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2023-05-04

Reporting Person: Mackey Tara D (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-04	COMMON STOCK	M	1813	—	Acquired	23587	Direct
2023-05-04	COMMON STOCK	M	87	—	Acquired	23674	Direct
2023-05-04	COMMON STOCK	F	597	$36.30	Disposed	23077	Direct
2023-05-04	COMMON STOCK	M	1031	—	Acquired	24108	Direct
2023-05-04	COMMON STOCK	M	26	—	Acquired	24134	Direct
2023-05-04	COMMON STOCK	F	331	$36.30	Disposed	23803	Direct
2023-05-04	COMMON STOCK	M	3588	—	Acquired	27391	Direct
2023-05-04	COMMON STOCK	M	172	—	Acquired	27563	Direct
2023-05-04	COMMON STOCK	F	1192	$36.30	Disposed	26371	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-04	Restricted Stock Units	$	M	1813	Disposed		COMMON STOCK (1813.0)	Direct
2023-05-04	Restricted Stock Units	$	M	1031	Disposed		COMMON STOCK (1031.0)	Direct
2023-05-04	Performance Share Units	$	M	3588	Disposed		COMMON STOCK (3588.0)	Direct

Footnotes

F1: Represents the vesting of dividend equivalent rights on restricted stock units (RSUs) granted on 5/4/2020, which AZZ has elected to pay in shares of AZZ common stock.

F2: The reporting person disposed of common stock to satisfy tax withholding obligations.

F3: Represent the vesting of divedend equivalent rights on RSUs granted on 5/4/2021, which AZZ has elected to pay in shares of AZZ common stock.

F4: This number represents the number of shares issued to the Reporting Person based upon the achievement of 66% of the pre-established performance goals over the three-year performance cycle. This target PSU award was previously granted on 5/4/2020.

F5: Represents the vesting of dividend equivalent rights on performance share units (PSUs) granted on 5/4/2020, which AZZ has elected to pay in shares of AZZ common stock.

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

F7: The RSUs granted on 5/4/2020, vest ratably over a 3-year period beginning on 5/4/2021.

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 granted on 5/4/2021, vest ratably over a 3-year period beginning on 5/4/2022.

F11: 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.

F12: The PSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and had a three-year performance cycle (3/1/2020 - 2/28/2023).