AZZ INC — Director's Dealing 2023

Mar 1, 2023

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2023-02-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-09	Performance Share Units	$	A	19916	Acquired		COMMON STOCK (19916.0)	Direct
2022-05-09	Restricted Stock Units	$	A	23899	Acquired		COMMON STOCK (23899.0)	Direct

Footnotes

F1: 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.

F2: Represents 100% of the target number of PSUs that could be earned at the end of the 3-year performance cycle (March 1, 2022 - February 28, 2025). The FY2023 PSU performance metric is AZZ's Total Shareholder Return ("TSR") relative to its industry peer group. The maximum payout for the FY2023 PSUs is not to exceed 200%.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

F4: The RSUs are granted under the AZZ Inc. 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 5/9/2023.

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