Chris M. Bacius - May 22, 2022 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 22, 2022
Transactions value $: -$71,182
Form type: 4
Date filed: 5/24/2022, 06:43 PM
Previous filing: May 6, 2022
Next filing: Jul 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+3.98K	+21.26%	$0.00	22.7K	May 22, 2022	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+191	+0.84%	$0.00	22.9K	May 22, 2022	Direct	F1
transaction	AZZ	COMMON STOCK	Tax liability	-$58.5K	-1.35K	-5.89%	$43.43	21.5K	May 22, 2022	Direct	F2
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+862	+4%	$0.00	22.4K	May 22, 2022	Direct
transaction	AZZ	COMMON STOCK	Options Exercise	$0	+41	+0.18%	$0.00	22.4K	May 22, 2022	Direct	F3
transaction	AZZ	COMMON STOCK	Tax liability	-$12.6K	-291	-1.3%	$43.43	22.2K	May 22, 2022	Direct	F4

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	Performance Share Units	Options Exercise	$0	-3.98K	-100%	$0.00^*	0	May 22, 2022	COMMON STOCK	3.98K		Direct	F5, F6, F7, F8
transaction	AZZ	Restricted Stock Units	Options Exercise	$0	-862	-100%	$0.00^*	0	May 22, 2022	COMMON STOCK	862		Direct	F8, F9, F10

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

Explanation of Responses:

Id	Content
F1	Represent the vesting of dividend equivalent rights that accrued on the target performance share units ("PSUs") of 2,584 granted on 5/22/2019, which AZZ has settled in shares of AZZ common stock.
F2	The reporting person disposed of 1,348 shares of common stock to satisfy tax withholding obligations.
F3	Represents the vesting of dividend equivalent rights accrued on 862 restricted stock units ("RSUs") granted on 5/22/2019, which AZZ has elected to pay in shares of AZZ common stock.
F4	The reporting person disposed of 291 shares of common stock to satisfy tax withholding obligations.
F5	Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
F6	Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 5/22/2019. This number represents 2,584 target PSUs and 1,395 additional PSUs earned based upon the achievement of 154% of pre-established performance goals during the performance cycle.
F7	The PSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and had a three-year performance cycle (3/1/2019- 2/28/2022).
F8	Once vested, the shares of common stock are not subject to expiration.
F9	Each RSU represents a contingent right to receive one share of AZZ common stock.
F10	The RSUs were granted under the 2014 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, which was 5/22/2019.