COO of AZZ Inc. (AZZ) nets 1,669 shares after RSU vesting

Rhea-AI Filing Summary

AZZ Inc. president and COO of Precoat Metals, Jeffrey Vellines, reported routine equity award activity involving restricted stock units (RSUs) and related tax withholding. On 01/23/2026, 1,439 RSUs were exercised at $0 per share into an equal number of AZZ common shares, and dividend equivalent rights added a further 10 shares, both shown as acquisitions. To cover tax obligations from these vestings, 717 shares of common stock were disposed of at $123.6 per share. Following these transactions, Vellines directly owned 1,669 shares of AZZ common stock and continued to hold 1,439 RSUs, which each represent a contingent right to receive one AZZ share. The filing notes this was part of a special one-time equity grant, with 50% vesting on 01/23/2026 and the remaining 50% on 01/23/2027.

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

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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^*

Vellines Jeffrey

(Last) (First) (Middle)

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)
	Pres & COO - Precoat Metals

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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	01/23/2026		M		1,439	A	$0	2,376	D
COMMON STOCK	01/23/2026		M		10(1)	A	$0	2,386	D
COMMON STOCK	01/23/2026		F		717(2)	D	$123.6	1,669	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
Restricted Stock Units	(3)	01/23/2026		M		1,439		(4)	(5)	COMMON STOCK	1,439	$0	1,439	D

Explanation of Responses:

1. Represents the vesting of dividend equivalent rights that accrued on 1,439 restricted stock units ("RSUs") granted on 1/23/2025, which AZZ has elected to pay in shares of AZZ common stock.

2. The reporting person disposed of 717 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. Mr. Vellines was granted a special one-time equity grant that vests 50% on 1/23/2026 and the remaining 50% on 1/23/2027.

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

Remarks:

	/s/ Tara D. Mackey, Attorney-In-Fact for Jeffrey Vellines	01/26/2026
	** 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.
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FAQ

What insider transaction did AZZ (AZZ) report for Jeffrey Vellines?

The filing shows that Jeffrey Vellines, president and COO of Precoat Metals at AZZ Inc., had restricted stock units vest into AZZ common stock and disposed of some shares to satisfy tax withholding obligations.

How many AZZ shares did Jeffrey Vellines acquire and dispose of on 01/23/2026?

On 01/23/2026, Vellines acquired 1,439 shares of AZZ common stock from RSU vesting plus 10 shares from dividend equivalent rights, and disposed of 717 shares of common stock to cover tax withholding.

What was the purpose of the 717 AZZ shares disposed of by Jeffrey Vellines?

The filing states that the reporting person disposed of 717 shares of AZZ common stock specifically to satisfy tax withholding obligations related to the equity award vesting.

How many AZZ shares and RSUs does Jeffrey Vellines hold after the reported transactions?

After the transactions, Vellines directly owned 1,669 shares of AZZ common stock and 1,439 restricted stock units, with each RSU representing a contingent right to receive one AZZ share.

What are the vesting terms of Jeffrey Vellines’ special one-time equity grant at AZZ (AZZ)?

The filing explains that Vellines received a special one-time equity grant that vests 50% on 01/23/2026 and the remaining 50% on 01/23/2027, and once vested, the shares are not subject to expiration.

What does each restricted stock unit (RSU) represent in the AZZ insider filing?

Each RSU held by Vellines represents a contingent right to receive one share of AZZ common stock, according to the explanation of responses in the filing.