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: EMERY MATTHEW VARLEY (Chief Information & HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-04	COMMON STOCK	M	1511	—	Acquired	22456	Direct
2023-05-04	COMMON STOCK	M	72	—	Acquired	22528	Direct
2023-05-04	COMMON STOCK	F	497	$36.30	Disposed	22031	Direct
2023-05-04	COMMON STOCK	M	895	—	Acquired	22926	Direct
2023-05-04	COMMON STOCK	M	23	—	Acquired	22949	Direct
2023-05-04	COMMON STOCK	F	288	$36.30	Disposed	22661	Direct
2023-05-04	COMMON STOCK	M	2990	—	Acquired	25651	Direct
2023-05-04	COMMON STOCK	M	143	—	Acquired	25794	Direct
2023-05-04	COMMON STOCK	F	985	$36.30	Disposed	24809	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-04	Restricted Stock Units	$	M	1511	Disposed		COMMON STOCK (1511.0)	Direct
2023-05-04	Restricted Stock Units	$	M	895	Disposed		COMMON STOCK (895.0)	Direct
2023-05-04	Performance Share Units	$	M	2990	Disposed		COMMON STOCK (2990.0)	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: Represents the vesting of dividend 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: The RSUs granted on 5/4/2021, vest ratably over a 3-year period beginning on 5/4/2022.

F10: Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

F11: 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).