Gary L. Hill - May 4, 2022 Form 4 Insider Report for AZZ INC (AZZ)

Role: COO - Infrastructure Solutions
Signature: /s/ Tara D. Mackey, attorney-in-fact for Gary L. Hill
Stock symbol: AZZ
Transactions as of: May 4, 2022
Transactions value $: -$40,472
Form type: 4
Date filed: 5/6/2022, 04:42 PM
Previous filing: Jan 11, 2022
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	+1.51K	+8.9%	$0.00	18.5K	May 4, 2022	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+48	+0.26%	$0.00	18.5K	May 4, 2022	Direct	F1
transaction	AZZ	COMMON STOCK	Tax liability	-$24.8K	-520	-2.81%	$47.67	18K	May 4, 2022	Direct	F2
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+1.01K	+5.62%	$0.00	19K	May 4, 2022	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+9	+0.05%	$0.00	19K	May 4, 2022	Direct	F3
transaction	AZZ	COMMON STOCK	Tax liability	-$15.7K	-329	-1.73%	$47.67	18.7K	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	-1.51K	-50%	$0.00	1.51K	May 4, 2022	COMMON STOCK	1.51K		Direct	F4, F5, F6
transaction	AZZ	Restricted Stock Units	Options Exercise	$0	-1.01K	-33.32%	$0.00	2.03K	May 4, 2022	COMMON STOCK	1.01K		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 1,510 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 1,012 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.