Thomas E. Ferguson - May 4, 2024 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, 2024
Transactions value $
-$876,684
Form type
4
Date filed
5/8/2024, 04:46 PM
Previous filing
May 1, 2024
Next filing
May 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AZZ COMMON STOCK Options Exercise $0 +5.83K +2.85% $0.00 211K May 4, 2024 Direct
transaction AZZ COMMON STOCK Options Exercise $0 +249 +0.12% $0.00 211K May 4, 2024 Direct F1
transaction AZZ COMMON STOCK Tax liability -$155K -2.06K -0.98% $75.02 209K May 4, 2024 Direct F2, F3
transaction AZZ COMMON STOCK Options Exercise $0 +23.5K +11.23% $0.00 232K May 4, 2024 Direct
transaction AZZ COMMON STOCK Options Exercise $0 +1K +0.43% $0.00 233K May 4, 2024 Direct F4
transaction AZZ COMMON STOCK Tax liability -$722K -9.62K -4.12% $75.02 224K May 4, 2024 Direct F2, F3

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 -5.83K -100% $0.00* 0 May 4, 2024 COMMON STOCK 5.83K Direct F5, F6, F7
transaction AZZ Performance Share Units Options Exercise $0 -23.5K -100% $0.00* 0 May 4, 2024 COMMON STOCK 23.5K Direct F7, 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 5,834 restricted stock units ("RSUs") granted on 5/4/2021, which AZZ has settled in shares of AZZ common stock.
F2 The reporting person disposed of shares of common stock to satisfy tax withholding obligations.
F3 Pursuant to Issuers 2014 Long Term Incentive Plan, as amended, should the vesting date fall on a weekend, the closing price shall be the last trading day prior to the vesting date.
F4 Represents the vesting of dividend equivalent rights that accrued on the target performance share units ("PSUs") of 17,500 granted on 5/4/2021, which AZZ has settled in shares of AZZ common stock.
F5 Each RSU represents a contingent right to receive one share of AZZ common stock.
F6 The RSUs granted on 5/4/2021, vest ratably over a 3-year period beginning on 5/4/2022.
F7 Once vested, the shares of common stock are not subject to expiration.
F8 Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
F9 Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 5/4/2021. This number represents 17,500 target PSUs and 5,950 additional PSUs earned based upon the achievement of 134% of pre-established performance goals during the performance cycle.
F10 The PSUs were granted under Issuers 2014 Long Term Incentive Plan and had a three-year performance cycle (3/1/2021- 2/29/2024).

Remarks:

Pursuant to New York Stock Exchange (NYSE) rules, in the event a vesting date of RSUs falls on a weekend or holiday, the affected RSUs will vest on the next following NYSE business day.