President and CEO Ferguson Thomas E converted options into 65,851 shares and covered exercise/tax liability with 25,910 shares, increasing direct ownership by 25% to 201,522 units (SEC Form 4) (for tax liability)
$AZZ
Industrial Specialties
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 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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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/25/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 04/25/2026 | M | 5,749 | A | $0 | 167,330 | D | |||
| COMMON STOCK | 04/25/2026 | M | 76(1) | A | $0 | 167,406 | D | |||
| COMMON STOCK | 04/25/2026 | F | 2,292(2) | D | $144.78 | 165,114 | D | |||
| COMMON STOCK | 04/28/2026 | M | 8,978 | A | $0 | 174,092 | D | |||
| COMMON STOCK | 04/28/2026 | M | 229(3) | A | $0 | 174,321 | D | |||
| COMMON STOCK | 04/28/2026 | F | 3,622(2) | D | $141.58 | 170,699 | D | |||
| COMMON STOCK | 04/28/2026 | M | 49,554 | A | $0 | 220,253 | D | |||
| COMMON STOCK | 04/28/2026 | M | 1,265(4) | A | $0 | 221,518 | D | |||
| COMMON STOCK | 04/28/2026 | F | 19,996(2) | D | $141.58 | 201,522 | D | |||
| 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) | 04/25/2026 | M | 5,749 | (6) | (7) | COMMON STOCK | 5,749 | $0 | 5,749 | D | ||||
| Restricted Stock Units | (5) | 04/28/2026 | M | 8,978 | (8) | (7) | COMMON STOCK | 8,978 | $0 | 0 | D | ||||
| Performance Share Units | (9) | 04/28/2026 | M | 49,554(10) | (11) | (7) | COMMON STOCK | 49,554 | $0 | 0 | D | ||||
| Restricted Stock Units | (5) | 04/27/2026 | A | 12,029 | (12) | (7) | COMMON STOCK | 12,029 | $0 | 12,029 | D | ||||
| Performance Share Units | (9) | 04/27/2026 | A | 12,028 | (13) | (7) | COMMON STOCK | 12,028 | $0 | 12,028 | D | ||||
| Explanation of Responses: |
| 1. Reflects the vesting of dividend equivalent rights that accrued on 5,749 restricted stock units (RSUs) granted on 4/25/2024, 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. Reflects the vesting of dividend equivalent rights that accrued on 8,978 restricted stock units (RSUs) granted on 4/28/2023, which AZZ has settled in shares of AZZ common stock. |
| 4. Represents the vesting of dividend equivalent rights that accrued on the target performance share units (PSUs) of 26,932 granted on 4/28/2023, 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 were granted on 4/25/2024 under AZZs 2023 Long-Term Incentive Plan and vest ratably over a 3-year period beginning on 4/25/2025. |
| 7. Once vested, the shares of AZZ common stock are not subject to expiration. |
| 8. The RSUs were granted on 4/28/2023 under AZZs 2014 Long-Term Incentive Plan and vested ratably over a 3-year period which began on 4/28/2024. |
| 9. Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results at the end of the 3-year performance cycle. |
| 10. Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 4/28/2023. This number represents 26,932 target PSUs and 22,622 additional PSUs earned based on the achievement of 184% of pre-established performance metric during the performance cycle. |
| 11. The PSUs granted on 4/28/2023 were awarded under AZZs 2014 Long Term Incentive Plan as part of the Issuers annual equity award process and had a 3-year performance cycle (3/1/2023 to 2/28/2026). |
| 12. The RSUs granted on 4/27/2026 under AZZs 2023 Long-Term Incentive Plan as part of the Issuers annual equity award process were awarded and will vest ratably over a 3-year period beginning on 4/27/2027. |
| 13. The PSUs granted on 4/27/2026 were awarded under AZZ's 2023 Long Term Incentive Plan as part of the Issuer's annual equity award process. The PSUs represent 100% of the target number of PSUs that could be earned by the Reporting Person at the end of the 3-year performance cycle, which runs from March 1, 2026 to February 28, 2029. The FY2027 PSU performance metrics are AZZ's Total Shareholder Return relative to its executive compensation peer group and Return on Invested Capital. The maximum payout for the FY2027 PSUs shall not to exceed 200% of the target award. |
| Remarks: |
| Because April 25, 2026 fell on a Saturday, RSUs vested on the next NYSE business day, April 27, 2026, in accordance with NYSE rules. |
| /s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson | 04/28/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||