Sec Form 4 Filing - EMERY MATTHEW VARLEY @ AZZ INC - 2023-05-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EMERY MATTHEW VARLEY 2. Issuer Name and Ticker or Trading Symbol AZZ INC [ AZZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Information & HR Officer (Last) (First) (Middle) ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2023 (Street) FORT WORTH, TX76107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/04/2023 M 1,511 A $ 0 22,456 D COMMON STOCK 05/04/2023 M 72 ( 1 ) A $ 0 22,528 D COMMON STOCK 05/04/2023 F 497 ( 2 ) D $ 36.3 22,031 D COMMON STOCK 05/04/2023 M 895 A $ 0 22,926 D COMMON STOCK 05/04/2023 M 23 ( 3 ) A $ 0 22,949 D COMMON STOCK 05/04/2023 F 288 ( 2 ) D $ 36.3 22,661 D COMMON STOCK 05/04/2023 M 2,990 ( 4 ) A $ 0 25,651 D COMMON STOCK 05/04/2023 M 143 ( 5 ) A $ 0 25,794 D COMMON STOCK 05/04/2023 F 985 ( 2 ) D $ 36.3 24,809 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 6 ) 05/04/2023 M 1,511 ( 7 ) ( 8 ) COMMON STOCK 1,511 $ 0 0 D Restricted Stock Units ( 6 ) 05/04/2023 M 895 ( 9 ) ( 8 ) COMMON STOCK 895 $ 0 0 D Performance Share Units ( 10 ) 05/04/2023 M 2,990 ( 11 ) ( 8 ) COMMON STOCK 2,990 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EMERY MATTHEW VARLEY ONE MUSEUM PLACE, SUITE 500 3100 WEST 7TH STREET FORT WORTH, TX76107 Chief Information & HR Officer Signatures /s/ Tara D. Mackey, attorney-in-fact for Matthew V. Emery 05/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the vesting of dividend equivalent rights on restricted stock units (RSUs) granted on 5/4/2020, which AZZ has elected to pay in shares of AZZ common stock. ( 2 )The reporting person disposed of common stock to satisfy tax withholding obligations. ( 3 )Represents the vesting of dividend equivalent rights on RSUs granted on 5/4/2021, which AZZ has elected to pay in shares of AZZ common stock. ( 4 )This number represents the number of shares issued to the Reporting Person based upon the achievement of 66% of the pre-established performance goals over the three-year performance cycle. This target PSU award was previously granted on 5/4/2020. ( 5 )Represents the vesting of dividend equivalent rights on performance share units (PSUs) granted on 5/4/2020, which AZZ has elected to pay in shares of AZZ common stock. ( 6 )Each RSU represents a contingent right to receive one share of AZZ common stock. ( 7 )The RSUs granted on 5/4/2020, vest ratably over a 3-year period beginning on 5/4/2021. ( 8 )Once vested, the shares of common stock are not subject to expiration. ( 9 )The RSUs granted on 5/4/2021, vest ratably over a 3-year period beginning on 5/4/2022. ( 10 )Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results. ( 11 )The PSUs were granted under AZZ's 2014 Long Term Incentive Plan (the "2014 Plan") and had a three-year performance cycle (3/1/2020 - 2/28/2023).

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).

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