Thomas E. Ferguson - May 18, 2021 Form 4 Insider Report for AZZ INC (AZZ)

Role: President and CEO, Director
Signature: /s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson
Stock symbol: AZZ
Transactions as of: May 18, 2021
Transactions value $: -$513,812
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	+4.76K	+4.13%	$0.00	120K	May 18, 2021	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+231	+0.19%	$0.00	120K	May 18, 2021	Direct	F1
transaction	AZZ	COMMON STOCK	Tax liability	-$106K	-1.96K	-1.63%	$54.04	118K	May 18, 2021	Direct	F2
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+18.3K	+15.44%	$0.00	137K	May 18, 2021	Direct	F3
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+889	+0.65%	$0.00	138K	May 18, 2021	Direct	F4
transaction	AZZ	COMMON STOCK	Tax liability	-$408K	-7.54K	-5.48%	$54.04	130K	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	-4.76K	-100%	$0.00^*	0	May 18, 2021	COMMON STOCK	4.76K		Direct	F6, F7, F8
transaction	AZZ	Performance Share Units	Options Exercise	$0	-18.3K	-100%	$0.00^*	0	May 18, 2021	COMMON STOCK	18.3K		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 4,762 RSUs granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.
F2	The reporting person disposed of 1,964 shares of common stock to satisfy tax withholding obligations on the vesting of 4,993 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 14,285 target PSUs and 3,999 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 14,285 granted on 5/18/2018, which AZZ has settled in shares of AZZ common stock.
F5	The reporting person disposed of 7,544 shares of common stock to satisfy tax withholding obligations on the vesting of 19,173 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 represents 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.