| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AZZ INC [ AZZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| COMMON STOCK | 05/04/2024 | M | 5,834 | A | $0 | 210,682 | D | |||
| COMMON STOCK | 05/04/2024 | M | 249(1) | A | $0 | 210,931 | D | |||
| COMMON STOCK | 05/04/2024 | F | 2,064(2) | D | $75.02(3) | 208,867 | D | |||
| COMMON STOCK | 05/04/2024 | M | 23,450 | A | $0 | 232,317 | D | |||
| COMMON STOCK | 05/04/2024 | M | 1,004(4) | A | $0 | 233,321 | D | |||
| COMMON STOCK | 05/04/2024 | F | 9,622(2) | D | $75.02(3) | 223,699 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 05/04/2024 | M | 5,834 | (6) | (7) | COMMON STOCK | 5,834 | $0 | 0 | D | ||||
| Performance Share Units | (8) | 05/04/2024 | M | 23,450(9) | (10) | (7) | COMMON STOCK | 23,450 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. The reporting person disposed of shares of common stock to satisfy tax withholding obligations. |
| 3. 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. |
| 4. 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. |
| 5. Each RSU represents a contingent right to receive one share of AZZ common stock. |
| 6. The RSUs granted on 5/4/2021, vest ratably over a 3-year period beginning on 5/4/2022. |
| 7. Once vested, the shares of common stock are not subject to expiration. |
| 8. Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results. |
| 9. 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. |
| 10. 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. |
| /s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson | 05/08/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||