SEC FORM 4/A

SEC FORM 4/A 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^*

FERGUSON THOMAS E

(Last)

(First)

(Middle)

ONE MUSEUM PLACE, SUITE 500

3100 WEST 7TH STREET

(Street)

FORT WORTH

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/29/2024

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)
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)

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	⁽¹⁾	04/25/2024		A		17,248⁽²⁾		⁽³⁾	⁽⁴⁾	COMMON STOCK	17,248⁽²⁾	$0	17,248⁽²⁾	D
Performance Share Units	⁽⁵⁾	04/25/2024		A		17,248⁽²⁾		⁽⁶⁾	⁽⁶⁾	COMMON STOCK	17,248⁽²⁾	$0	17,248⁽²⁾	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of AZZ common stock.

2. This Form 4/A amends the Form 4 previously filed on 4-29-2024 as well as a Form 4/A subsequently filed on 1-30-2025 , and is being filed solely to correct an administrative error that incorrectly reported the number of shares granted to the Reporting Person in Columns 5, 7 and 9. The grant amount was corrected from 16,746 to 17,248.

3. The RSUs are granted under AZZ's 2023 Long Term Incentive Plan as part of the Issuer's annual equity award process, and vest over a three-year period with one-third of the RSUs vesting on each of the first (4-25-2025), second (4-25-2026) and third (4-25-2027) anniversaries of the grant date.

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

5. Each Performance Share Unit ("PSU") represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.

6. The PSUs were granted 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, 2024 to February 28, 2027. The FY2025 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 FY2025 PSUs shall not to exceed 200% of the target award.

Remarks:

	/s/ Tara D. Mackey, attorney-in-fact for Thomas E. Ferguson	04/28/2025
	** 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).
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Amendment: SEC Form 4 filed by President and CEO Ferguson Thomas E