FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Stovall Bryan Lee
  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)
COO - Metal Coatings
(Last)
(First)
(Middle)
ONE MUSEUM PLACE SUITE 500, 3100 WEST 7TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2024
(Street)

FORT WORTH, TX 76107
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 05/04/2024   M   1,221 A $ 0 31,158 D  
COMMON STOCK 05/04/2024   M   52 (1) A $ 0 31,210 D  
COMMON STOCK 05/04/2024   F   435 (2) D $ 75.02 (3) 30,775 D  
COMMON STOCK 05/04/2024   M   3,272 A $ 0 34,047 D  
COMMON STOCK 05/04/2024   M   140 (4) A $ 0 34,187 D  
COMMON STOCK 05/04/2024   F   1,103 (2) D $ 75.02 (3) 33,084 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 (5) 05/04/2024   M     1,221   (6)   (7) COMMON STOCK 1,221 $ 0 0 D  
Performance Share Units (8) 05/04/2024   M     3,272 (9)   (10)   (7) COMMON STOCK 3,272 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stovall Bryan Lee
ONE MUSEUM PLACE SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX 76107
      COO - Metal Coatings  

Signatures

 /s/ Tara D. Mackey, attorney-in-fact for Bryan L. Stovall   05/08/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the vesting of dividend equivalent rights that accrued on 1,221 restricted stock units ("RSUs") granted on 5/4/2021, 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) Pursuant to Issuers 2014 Long Term Incentive Plan, as amended, should the vesting date fall on a weekend, the closing price shall be the last trading day prior to the vesting date.
(4) Represents the vesting of dividend equivalent rights that accrued on the target performance share units ("PSUs") of 2,442 granted on 5/4/2021, which AZZ has settled in shares of AZZ common stock.
(5) Each RSU represents a contingent right to receive one share of AZZ common stock.
(6) The RSUs granted on 5/4/2021, vest ratably over a 3-year period beginning on 5/4/2022.
(7) Once vested, the shares of common stock are not subject to expiration.
(8) Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results.
(9) Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 5/4/2021. This number represents 2,442 target PSUs and 830 additional PSUs earned based upon the achievement of 134% of pre-established performance goals during the performance cycle.
(10) The PSUs were granted under Issuers 2014 Long Term Incentive Plan and had a three-year performance cycle (3/1/2021- 2/29/2024).
 
Remarks:
Pursuant to New York Stock Exchange (NYSE) rules, in the event a vesting date of RSUs falls on a weekend or holiday, the affected RSUs will vest on the next following NYSE business day.

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