Thomas E. Ferguson - May 4, 2022 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 4, 2022
Transactions value $: -$235,013
Form type: 4
Date filed: 5/6/2022, 04:42 PM
Previous filing: Jul 1, 2021
Next filing: May 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+9.06K	+6.75%	$0.00	143K	May 4, 2022	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+291	+0.2%	$0.00	144K	May 4, 2022	Direct	F1
transaction	AZZ	COMMON STOCK	Tax liability	-$144K	-3.03K	-2.11%	$47.67	141K	May 4, 2022	Direct	F2
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+5.83K	+4.15%	$0.00	146K	May 4, 2022	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+57	+0.04%	$0.00	146K	May 4, 2022	Direct	F3
transaction	AZZ	COMMON STOCK	Tax liability	-$90.8K	-1.91K	-1.3%	$47.67	145K	May 4, 2022	Direct	F2

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	-9.06K	-50%	$0.00	9.06K	May 4, 2022	COMMON STOCK	9.06K		Direct	F4, F5, F6
transaction	AZZ	Restricted Stock Units	Options Exercise	$0	-5.83K	-33.33%	$0.00	11.7K	May 4, 2022	COMMON STOCK	5.83K		Direct	F4, F6, F7

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

Explanation of Responses:

Id	Content
F1	This represents the vesting of dividend equivalent rights accrued on 9,061 restricted stock units ("RSUs") granted on 5/4/2021, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
F2	The reporting person disposed of shares of AZZ common stock to satisfy tax withholding obligations.
F3	This represents the vesting of dividend equivalent rights accrued on 5,833 RSUs granted on 5/4/2021, which AZZ has elected to pay in shares of AZZ common stock. These dividend equivalent rights vest when, and if, the underlying RSUs vest.
F4	Each RSU represents a contingent right to receive one share of AZZ common stock.
F5	The RSUs are granted under AZZ's 2014 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 5/4/2021.
F6	Once vested, the shares of common stock are not subject to expiration.
F7	The RSUs are granted under AZZ's 2014 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 5/4/2022.