Thomas E. Ferguson - May 22, 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 22, 2022
Transactions value $
-$578,053
Form type
4
Date filed
5/24/2022, 06:44 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 +26.5K +18.36% $0.00 171K May 22, 2022 Direct
transaction AZZ COMMON STOCK Options Exercise $0 +1.28K +0.75% $0.00 172K May 22, 2022 Direct F1
transaction AZZ COMMON STOCK Tax liability -$475K -10.9K -6.35% $43.43 161K May 22, 2022 Direct F2
transaction AZZ COMMON STOCK Options Exercise $0 +5.74K +3.56% $0.00 167K May 22, 2022 Direct
transaction AZZ COMMON STOCK Options Exercise $0 +276 +0.17% $0.00 167K May 22, 2022 Direct F3
transaction AZZ COMMON STOCK Tax liability -$103K -2.37K -1.41% $43.43 165K 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 -26.5K -100% $0.00* 0 May 22, 2022 COMMON STOCK 26.5K Direct F5, F6, F7, F8
transaction AZZ Restricted Stock Units Options Exercise $0 -5.74K -100% $0.00* 0 May 22, 2022 COMMON STOCK 5.74K 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 17,229 granted on 5/22/2019, which AZZ has settled in shares of AZZ common stock.
F2 The reporting person disposed of 10,942 shares of common stock to satisfy tax withholding obligations.
F3 Represents the vesting of dividend equivalent rights accrued on 5,743 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 2,368 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 17,229 target PSUs and 9,303 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.