Chris M. Bacius - May 18, 2021 Form 4 Insider Report for AZZ INC (AZZ)

Role: VP, Corporate Development
Signature: /s/ Tara D. Mackey, attorney-in-fact for Chris M. Bacius
Stock symbol: AZZ
Transactions as of: May 18, 2021
Transactions value $: -$59,498
Form type: 4
Date filed: 5/20/2021, 06:11 PM
Next filing: May 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+893	+7.23%	$0.00	13.2K	May 18, 2021	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+43	+0.32%	$0.00	13.3K	May 18, 2021	Direct	F1
transaction	AZZ	COMMON STOCK	Tax liability	-$12.3K	-227	-1.71%	$54.04	13.1K	May 18, 2021	Direct	F2
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+3.43K	+26.23%	$0.00	16.5K	May 18, 2021	Direct	F3
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+166	+1.01%	$0.00	16.7K	May 18, 2021	Direct	F4
transaction	AZZ	COMMON STOCK	Tax liability	-$47.2K	-874	-5.25%	$54.04	15.8K	May 18, 2021	Direct	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AZZ	Restricted Stock Units	Options Exercise	$0	-893	-100%	$0.00^*	0	May 18, 2021	COMMON STOCK	893		Direct	F6, F7, F8
transaction	AZZ	Performance Share Units	Options Exercise	$0	-3.43K	-100%	$0.00^*	0	May 18, 2021	COMMON STOCK	3.43K		Direct	F3, F8, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the vesting of dividend equivalent rights that accrued on 893 restricted stock units ("RSUs") granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.
F2	The reporting person disposed of 227 shares of common stock to satisfy tax withholding obligations on the vesting of 936 RSUs and dividend equivalents.
F3	Represents the number of shares acquired by the reporting person upon the vesting of performance share units ("PSUs") granted on 5/18/2018. This number represents 2,678 target PSUs and 749 additional PSUs earned based upon the achievement of 128% of pre-established performance goals during the performance cycle.
F4	Represents the vesting of dividend equivalent rights that accrued on the target PSUs of 2,678 granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.
F5	The reporting person disposed of 874 shares of common stock to satisfy tax withholding obligations on the vesting of 3,593 PSUs and dividend equivalents.
F6	Each RSU represents a contingent right to receive one share of AZZ common stock.
F7	The RSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan")and vest over a 3-year period with 1/3rd of the RSUs vesting on each of the first, second and third anniversaries of the grant date which was 5/18/2018.
F8	Once vested, the shares of AZZ common stock are not subject to expiration.
F9	The PSUs represent a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
F10	The PSUs were granted under the 2014 Plan and had a three-year performance cycle (3/1/2018 - 2/28/21) and vested upon the achievement of certain pre-established performance goals.