[Form 4] AZZ Inc. Insider Trading Activity

Rhea-AI Filing Summary

UBS AG is issuing $890,000 of Trigger Autocallable Contingent Yield Notes due 11 July 2030, linked to the least-performing of three underlying assets: shares of the SPDR® EURO STOXX 50® ETF (FEZ), shares of the VanEck® Gold Miners ETF (GDX) and the S&P 500® Index (SPX).

Key commercial terms

• Issue price: $1,000 per Note; minimum trade $1,000.
• Contingent coupon: 8.00% p.a. (paid quarterly, $20 per Note) only if the closing level of each underlying is ≥ its Coupon Barrier (70 % of initial level) on a given observation date.
• Automatic call: the Notes are redeemable quarterly, beginning July 2026, if the closing level of each underlying is ≥ its Call Threshold (100 % of initial level). Investors then receive $1,000 plus the coupon for that quarter; no further payments accrue.
• Downside protection: at maturity, full principal is returned only if the final level of each underlying is ≥ its Downside Threshold (60 % of initial level). Otherwise, repayment equals $1,000 × (1 + return of the worst performer), exposing investors to losses in line with the least-performing asset, up to total loss.
• Estimated initial value: $903.20 per Note, reflecting models that exclude selling concessions and hedging costs.
• Distribution economics: UBS Securities LLC receives a $36.25 underwriting discount and may pay unaffiliated dealers a structuring fee up to $5.00 per Note.

Risk highlights

• Investors may receive no coupons if any underlying breaches its 70 % barrier on the relevant dates.
• Principal is at risk below the 60 % threshold of any underlying at maturity; performance of the other assets offers no offset.
• The product is an unsecured, unsubordinated claim on UBS AG; repayment depends on UBS’s solvency and could be impaired by Swiss resolution measures.
• Secondary liquidity is uncertain; the Notes are not exchange-listed and market-makers may discontinue quotes at any time.
• Issue price exceeds model value, creating a performance head-wind for early sellers.

Key dates

• Trade date: 7 Jul 2025 | Settlement: 10 Jul 2025 (T+3)
• Observation dates: quarterly; first call opportunity 7 Jul 2026
• Final valuation: 8 Jul 2030 | Maturity: 11 Jul 2030

The Notes may suit investors who seek enhanced income, can tolerate equity-like downside linked to the worst performer of diverse assets, and understand that coupons and principal protection are strictly contingent on multiple conditions.

Positive

• 8.00% contingent coupon offers above-market income when all underlyings stay above 70 % barriers.
• Automatic call at par plus coupon provides potential early return of principal after 12 months if markets are strong.
• 60 % downside thresholds give conditional principal protection against moderate market declines.
• Diversified reference assets – European equities, gold miners and broad U.S. equities – may reduce simultaneous severe drops under benign correlation.

Negative

• Principal at risk: any underlying below 60 % at maturity causes loss proportional to worst performer, up to 100 %.
• Coupon uncertainty: a single asset below 70 % on an observation date cancels that quarter’s payment.
• Worst-of structure concentrates exposure to the most volatile asset (GDX), increasing breach probability.
• Issuer credit risk: payments rely on UBS AG, subject to Swiss bail-in; no deposit insurance.
• Liquidity & valuation drag: not exchange-listed; issue price exceeds model value by ~$97, hindering secondary sale.
• Early call risk: strong performance limits upside by terminating coupons prematurely.

Insights

Financial Analyst

TL;DR – 8 % yield is attractive, but payoff depends on three assets staying above 60 %; principal and coupons are far from guaranteed.

The structure offers quarterly coupons at twice the yield of 5-year U.S. Treasuries, yet every payment requires all three underlyings to remain above 70 % of their start levels. That basket includes European large-caps (FEZ), gold-miner equities (GDX) and the broad U.S. market (SPX) – assets with differing volatility and correlations. GDX in particular is volatile, raising the chance of barrier breaches. Automatic calls at 100 % may return capital early, but also cap total income. With downside threshold at 60 %, a 40 % drop in any single asset translates into a like-for-like loss on principal. The $903 estimated value signals a 9.7 % embedded cost versus issue price, making early exit expensive. Credit risk is moderate given UBS’s A-/Aa3 ratings, but Swiss bail-in legislation could impose write-downs. Overall impact: neutral – yield is compelling for income-seekers willing to accept equity downside and issuer risk.

Structured-Products Risk Specialist

TL;DR – High complexity and worst-of design heighten probability of missed coupons and capital loss; risk profile skews negative.

The worst-of autocallable note combines correlation risk with high single-asset volatility. Historical data show GDX has a 30 %+ annualised volatility versus ~18 % for FEZ and ~15 % for SPX; thus GDX is statistically likeliest to trigger coupon deferral or capital loss. The call trigger at 100 % means only perfect or rising markets redeem early, lowering investors’ average holding period in benign scenarios and leaving them fully exposed in drawdowns. The 60 % hard barrier provides partial buffer, yet post-COVID drawdowns exceeded that in several underlying indices. Liquidity risk is material – no listing, 3.6 % sales concession and declining market-making premium suggest sizeable bid-ask spreads. Estimated value gap (~$97) evidences negative carry from day one. Credit bail-in provisions further subordinate holders. On balance, the product is more suitable for tactical, yield-hungry accounts than core positions; I assign a negative impact rating.

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^*

Purvis Steven R.

(Last) (First) (Middle)

ONE MUSEUM PLACE, SUITE 500

3100 WEST 7TH STREET

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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	07/08/2025		A		1,265	A	$0	22,925	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:

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Steven R. Purvis	07/09/2025
	** 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

What is the coupon rate on UBS AG’s Trigger Autocallable Notes (symbol not listed)?

The Notes pay a contingent coupon of 8.00% per annum ($20 per $1,000) on any observation date when all three underlyings are at or above 70 % of their initial levels.

When can the Notes be called automatically by UBS AG?

Starting with the 7 July 2026 observation, the Notes are automatically called if every underlying closes at or above 100 % of its initial level on any quarterly observation date.

How much principal protection do these Notes provide?

Principal is protected only if, on the final valuation date, each underlying is at least 60 % of its initial level. Otherwise, repayment is reduced one-for-one with the worst performer.

What is the estimated initial value versus the issue price?

UBS estimates an initial economic value of $903.20 per $1,000 Note, roughly 9.7 % below the $1,000 issue price, reflecting fees and hedging costs.

Are the Notes listed on an exchange?

No. The Notes will not be listed or displayed on any securities exchange or electronic network, and secondary liquidity depends on dealer willingness.

Which underlying asset is likeliest to breach the barriers?

Historical volatility suggests the VanEck® Gold Miners ETF (GDX) is the most volatile component and therefore the most probable trigger for coupon loss or principal reduction.