AZZ CFO settles RSUs and tax withholding in shares

AZZ Inc Chief Financial Officer Jason Crawford reported routine equity compensation activity involving restricted stock units and tax withholding.

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Form Type

Rhea-AI Filing Summary

AZZ Inc Chief Financial Officer Jason Crawford reported routine equity compensation activity involving restricted stock units and tax withholding. On April 24, 2026, he acquired 940 shares of common stock through the exercise of restricted stock units and related dividend equivalents, and 374 shares were disposed of to cover tax withholding obligations. After these transactions, he directly held 13,603 shares of AZZ common stock and 1,880 restricted stock units, which each represent a contingent right to receive one share of common stock when vested. The RSUs were granted under the company’s 2023 Long-Term Incentive Plan and vest ratably over three years beginning April 24, 2026, and once vested, the underlying shares are not subject to expiration.

Insider Trade Summary

940 shares exercised/converted

Exercise 4 txns

Insider Crawford Jason

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	940	$0.00	$0.00
Exercise	COMMON STOCK	940	$0.00	$0.00
Exercise	COMMON STOCK	6	$0.00	$0.00
Exercise Price or Tax Liability	COMMON STOCK	374	$143.33	$54K

Holdings After Transaction: Restricted Stock Units — 1,880 contracts (Direct); COMMON STOCK — 13,603 shares (Direct)

Footnotes (5)

F1. Reflects the vesting of dividend equivalent rights that accrued on 940 restricted stock units (RSUs) granted on 4/24/2025, 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. Each RSU represents a contingent right to receive one share of AZZ common stock.
F4. The RSUs were granted on 4/24/2025 under the Companys 2023 Long-Term Incentive Plan and vest ratably over a 3-year period beginning on 4/24/2026.
F5. Once vested, the shares of common stock are not subject to expiration.

Key Figures

Shares disposed for tax withholding: 374 shares Shares acquired from RSU-related exercise: 940 shares Common shares held after transactions: 13,603 shares +2 more

5 metrics

Shares disposed for tax withholding 374 shares Common stock used to satisfy tax obligations on 04/24/2026

Shares acquired from RSU-related exercise 940 shares Common stock from RSUs and dividend equivalent rights on 04/24/2026

Common shares held after transactions 13,603 shares Direct AZZ common stock ownership following 04/24/2026 activity

Restricted stock units held after transactions 1,880 RSUs RSU balance after 04/24/2026 transactions under 2023 Long-Term Incentive Plan

Tax withholding share price $143.33 per share Implied value for 374 shares disposed to satisfy tax obligations

Key Terms

Restricted Stock Units, dividend equivalent rights, tax withholding obligations, Long-Term Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"security_title": "Restricted Stock Units""

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent rights financial

"Reflects the vesting of dividend equivalent rights that accrued on 940 restricted stock units"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

tax withholding obligations financial

"The reporting person disposed of shares of common stock to satisfy tax withholding obligations."

Long-Term Incentive Plan financial

"The RSUs were granted on 4/24/2025 under the Companys 2023 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

contingent right financial

"Each RSU represents a contingent right to receive one share of AZZ common stock."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did AZZ (AZZ) CFO Jason Crawford report?

Jason Crawford reported equity compensation-related transactions. He acquired 940 AZZ common shares from restricted stock units and related dividend equivalents, while 374 shares were disposed of to satisfy tax withholding obligations. These transactions did not involve open-market buying or selling.

How many AZZ (AZZ) shares does the CFO hold after these transactions?

After the reported transactions, Jason Crawford directly holds 13,603 shares of AZZ common stock. He also holds 1,880 restricted stock units, each representing a contingent right to receive one additional share of AZZ common stock upon vesting under the incentive plan.

Were the AZZ (AZZ) CFO’s transactions open-market sales or tax withholding?

The disposition involved tax withholding, not an open-market sale. Specifically, 374 shares of AZZ common stock were surrendered to satisfy tax withholding obligations tied to vesting and settlement of restricted stock units and associated dividend equivalent rights.

What restricted stock units did the AZZ (AZZ) CFO exercise or vest?

The transactions reflect activity on 940 restricted stock units granted on April 24, 2025 under AZZ’s 2023 Long-Term Incentive Plan. Dividend equivalent rights that accrued on these RSUs vested and were settled in shares of AZZ common stock on April 24, 2026.

How do AZZ (AZZ) restricted stock units work for the CFO’s grant?

Each restricted stock unit represents a contingent right to receive one share of AZZ common stock. The RSUs granted to the CFO on April 24, 2025 vest ratably over three years starting April 24, 2026, and once vested, the underlying shares are not subject to expiration.

Under what plan were the AZZ (AZZ) CFO’s RSUs granted?

The restricted stock units were granted under AZZ’s 2023 Long-Term Incentive Plan. This plan provides equity-based awards, and the CFO’s RSUs vest ratably over a three-year period starting April 24, 2026, aligning compensation with longer-term company performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/27/2026 - 05:08 PM EDT

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Crawford Jason

(Last)

(First)

(Middle)

ONE MUSEUM PLACE

3100 WEST 7TH STREET, SUITE 500

(Street)

FORT WORTH

TEXAS

76107

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	04/24/2026		M		940	A	$0	13,971	D
COMMON STOCK	04/24/2026		M		6⁽¹⁾	A	$0	13,977	D
COMMON STOCK	04/24/2026		F		374⁽²⁾	D	$143.33	13,603	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/24/2026		M			940	⁽⁴⁾	⁽⁵⁾	COMMON STOCK	940	$0	1,880	D

Explanation of Responses:

1. Reflects the vesting of dividend equivalent rights that accrued on 940 restricted stock units (RSUs) granted on 4/24/2025, 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. Each RSU represents a contingent right to receive one share of AZZ common stock.

4. The RSUs were granted on 4/24/2025 under the Companys 2023 Long-Term Incentive Plan and vest ratably over a 3-year period beginning on 4/24/2026.

5. Once vested, the shares of common stock are not subject to expiration.

Remarks:

	/s/ Tara D. Mackey, Attorney-in-Fact for Jason Crawford	04/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR