[Form 4] AZZ Inc. Insider Trading Activity

Rhea-AI Filing Summary

AZZ Inc. (AZZ) – Form 4 insider transaction

Chief Strategy Officer Kurt L. Russell voluntarily reported the purchase of 305 AZZ common shares on 30 June 2025 through the company’s 2018 Employee Stock Purchase Plan (ESPP). The stock was acquired at $69.63 per share, a price reflecting the ESPP’s 15% discount to the closing market price on the participant’s enrollment date. Following the purchase, Russell’s direct beneficial ownership rose to 27,125 shares. No derivative securities were transacted, and the transaction is exempt under Rule 16b-3(c). The filing was signed by an attorney-in-fact on 8 July 2025.

The event represents a routine, programmatic acquisition rather than an open-market buy. While insider purchases can signal confidence, the modest size (≈US$21k) limits its standalone materiality for most investors.

Positive

• Insider alignment: Chief Strategy Officer increased direct ownership by 305 shares, suggesting continued personal investment in AZZ equity.

Negative

• Limited materiality: Purchase value (~US$21k) and plan-based nature reduce its significance as a standalone bullish indicator.

Insights

Financial Analyst

TL;DR: Small ESPP insider buy; mildly positive signal, limited financial impact.

The 305-share purchase enlarges the officer’s stake by roughly 1.1% yet equates to only about US$21,000. Because the shares were obtained via an ESPP at a preset 15% discount, it does not reflect discretionary open-market conviction. Nevertheless, continued insider accumulation—especially by a C-suite leader—tends to be viewed slightly favorably, indicating ongoing alignment with shareholder interests. The transaction is unlikely to influence valuation or liquidity.

Corporate Governance Specialist

TL;DR: Routine plan-based purchase; governance-neutral, transparency upheld.

Russell’s filing demonstrates compliance with Section 16 reporting timelines and clarifies the Rule 10b5-1/ESPP framework, underscoring governance rigor. Because the transaction is plan-based and exempt, it carries minimal risk of signaling information asymmetry. Impact on governance assessments is neutral; however, consistent disclosure of even small purchases supports transparency.

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^*

Russell Kurt L.

(Last) (First) (Middle)

ONE MUSEUM PLACE

3100 WEST 7TH STREET, SUITE 500

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

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 Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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	06/30/2025		J(1)	V	305	A	$69.63	27,125	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person is voluntarily reporting the purchase of shares of the Issuers common stock pursuant to the AZZ Inc. 2018 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of January 1, 2025 through June 30, 2025. This transaction is exempt from Rule 16b-3(c). In accordance with the ESPP, the shares were purchased based upon 85% of the closing stock price of the Issuers common stock on the enrollment date by the reporting person (as defined in the ESPP).

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Kurt L. Russell	07/08/2025
	** 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.

FAQ

How many AZZ shares did the insider purchase?

The filing shows a purchase of 305 common shares.

At what price were the AZZ shares acquired?

Shares were acquired at $69.63 under the ESPP’s 15% discount mechanism.

What is the insider's new total shareholding in AZZ?

After the transaction, Kurt L. Russell beneficially owns 27,125 shares.

Was this an open-market transaction?

No. The shares were bought through the 2018 Employee Stock Purchase Plan, a programmatic purchase exempt from Rule 16b-3(c).

Does this transaction affect derivative holdings?

No derivative securities were acquired or disposed of in this Form 4.