AZZ 8-K
Azz Inc (AZZ)
8-K
2025-07-11
For: 2025-07-10
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April 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(817 ) 810-0095
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
AZZ Inc. (the “Company”) has prepared presentation materials (the "Presentation Materials") that management intends to use from time to time on and after July 10, 2025 in presentations to current and potential new investors, lenders, creditors, vendors, customers, employees and other stakeholders that have an interest in the Company and its business. A copy of the Presentation Materials is furnished as Exhibit 99.1 hereto and incorporated herein by reference into this Item 7.01.
The information contained in the Presentation Materials is summary information that should be considered within the context of the Company's filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise publish from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K ("Current Report"). While the Company may elect to update the Presentation Materials in the future to reflect future strategic events and advances to the Company's sustainability initiatives that occur or exist after the date of this Current Report, the Company specifically disclaims any obligation to do so.
The information in this Item 7.01 is being furnished, and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive File (embedded with the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| AZZ Inc. | |||||
| Date: July 11, 2025 | /s/ Tara D. Mackey | ||||
| Tara D. Mackey Chief Legal Officer and Secretary | |||||
Investor Presentation • July 10, 2025 (NYSE: AZZ)
2 INVESTOR PRESENTATION Disclaimers Cautionary Statements Regarding Forward Looking Statements — Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as "may," "could," "should," "expects," "plans," "will," "might," "would," "projects," "currently," "intends," "outlook," "forecasts," "targets," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial, and economic data and management’s views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Forward-looking statements speak only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. Certain factors could affect the outcome of the matters described herein. This presentation may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand for our manufactured solutions, including demand by the construction markets, the industrial markets, and the metal coatings markets. We could also experience additional increases in labor costs, components and raw materials including zinc and natural gas, which are used in our hot-dip galvanizing process, paint used in our coil coating process; supply-chain vendor delays; customer requested delays of our manufactured solutions; delays in additional acquisition opportunities; an increase in our debt leverage and/or interest rates on our debt, of which a significant portion is tied to variable interest rates; availability of experienced management and employees to implement AZZ’s growth strategy; a downturn in market conditions in any industry relating to the manufactured solutions that we provide; economic volatility, including a prolonged economic downturn or macroeconomic conditions such as inflation or changes in the political stability in the United States and other foreign markets in which we operate; tariffs; acts of war or terrorism inside the United States or abroad; and other changes in economic and financial conditions. AZZ has provided additional information regarding risks associated with the business, including in Part I, Item 1A. Risk Factors, in AZZ's Annual Report on Form 10-K for the fiscal year ended February 28, 2025, and other filings with the SEC, available for viewing on AZZ's website at www.azz.com and on the SEC's website at www.sec.gov. You are urged to consider these factors carefully when evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date hereof and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Non-GAAP – Regulation G Disclosures — In addition to reporting financial results in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"), AZZ has provided EBITDA, Adjusted EBITDA, Net Debt, Net Leverage, Free Cash Flow and Free Cash Flow Conversion which are non-GAAP measures, which should be considered supplemental to, not a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Management believes that the presentation of these measures provides investors with a greater transparency comparison of operating results across a broad spectrum of companies, which provides a more complete understanding of AZZ’s financial performance, competitive position and prospects for the future. Management also believes that investors regularly rely on non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, to assess operating performance and that such measures may highlight trends in the Company’s business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents. For example, AZZ's definitions of non-GAAP financial measures may differ from non-GAAP financial measures used by other companies. For reconciliations to the most directly comparable GAAP measure, see the appendix to this presentation.
3 INVESTOR PRESENTATION Why Invest in AZZ? Differentiated, high value-add metal coatings provider with scale, expertise and customer centric technology uniquely positioned to serve the growing North American steel and aluminum markets Strong business foundation capable of growing sales and margins at or above market levels, supported by multi-year secular growth drivers; while generating significant free cash flow Coil coating and hot dip galvanizing provide environmentally friendly solutions that reduce emissions and extend the life cycle of the coated materials Focused capital allocation to reduce debt and improve leverage while supporting high ROIC investments, and returning capital to shareholders Commitment to EPS growth driven by operational improvement creates compelling investment opportunity and long-term shareholder value
4 INVESTOR PRESENTATION 46% 54%57% 43% Segment Sales3 Segment Adj. EBITDA3 AZZ is North America’s leading independent post- fabrication hot-dip galvanizing & coil coating solutions company with #1 positions in both markets AZZ Precoat MetalsAZZ Metal Coatings (1) 42 galvanizing locations and 4 surface technologies locations as of July 1, 2025 (2) 14 plants with 17 processing lines as of July 10, 2025 (3) Segment sales and Adjusted EBITDA results trailing twelve-month period ended May 31, 2025 (4) Adjusted EBITDA excludes corporate costs and AVAIL JV equity income; For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation. FORT WORTH, TEXAS Headquarters: 3,684 Employees: Metal Coatings locations1: 46 Coil Coating Locations2: 14 ~$1.58B3 TTM Sales $392M3,4 TTM Adj. EBITDA 24.7%3,4 TTM Adj. EBITDA Margin AZZ Snapshot (NYSE: AZZ) 1 AZZ Precoat MetalsAZZ Metal Coatings
5 INVESTOR PRESENTATION AZZ’s Strategic Journey 2 2013-2018 Optimized Legacy Footprint • Improved capabilities and profitability of Metal Coatings • Combined Electrical and Industrial assets into one operating segment (infrastructure Solutions) 2019-2022 Strategic Transformation – Positioning for the Future • Divested nuclear and labor augmentation related businesses • Divested majority stake (60%) of non-core Infrastructure Solutions segment to a joint venture • Acquired Precoat Metals • Returned $79 million to shareholders through stock repurchases FY2021-FY2022 • Reduced leverage from 4.2X to 3.5X 2023 -2024 Focused Metal Coatings Company • Invested in our future - New aluminum coil coating facility; on-budget and on–track for full production in FY 2026 • Drove operational excellence with ESG focus • Expanded use of customer-centric and digital technology (DGS, Coil Mart, Coil Zone) • Reduced debt while improving the cost of capital • Identified and pursued customer facing synergies • Attain target leverage of 2.5X-3.0X $571 $810 $903 $1,538 Sales, in millions Strengthen the Core; Invest in the Future • Commitment to continuous process improvement initiatives across the segments • Capture opportunities associated with long- term growth drivers in end markets to sustain >GDP level growth • Invest in technologies to maintain competitiveness • Pursue strategic acquisitions as well as bolt- on opportunities to support growth • Maintain emphasis on Sustainability initiatives • Ensure capital is deployed to highest ROIC opportunities while maintaining a safe operating environment 2025 -2028 $2,0001 (1) Based on management estimates as of 05/31/2025.
6 INVESTOR PRESENTATION Achievements Against Stated Commitments 2 ✓ Commitments Achievements to Date • Maintain net leverage target range of 1.5X -2.5X • Total net leverage of 1.7x1 • Preliminary FY26E Adj. EBITDA2 guidance of $360-400 million • Adj. EBITDA Margin of 22.6% at mid-point of guidance2 • TTM Adjusted EBITDA2 of $360.2 million for the period ended May 31, 2025 • TTM Adj. EBITDA Margin of 22.7%2 • Prudently evaluate acquisition opportunities meeting strategic parameters • Acquired Canton Galvanizing 07/01/2025 • Robust M&A pipeline • Commitment to Dividend Payment • Divided increase of 17.6% from $0.17 to $0.20 share on June 26, 2025 • AZZ continues to pay common stock dividends • Continued focus on reduction of debt • TTM debt reduction totaling $370 million3 Target Leverage Cash Flow Generation Acquisition Policy Dividend Policy Debt Reduction ✓ ✓ ✓ ✓ (1) Net leverage results for the period ended May 31, 2025 (2) Adjusted EBITDA inclusive of corporate costs; For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation (3) Debt reduction results for the trailing twelve month period ended May 31, 2025.
7 INVESTOR PRESENTATION Tom Ferguson President and Chief Executive Officer David Nark Chief Marketing, Communications and Investor Relations Officer Tara Mackey Chief Legal Officer Chris Bacius Vice President Business Development Jeff Vellines President & COO Precoat Metals Bryan Stovall President & COO Metal Coatings Our Mission Create superior value in a culture where people can grow and TRAITS matter. We are diverse, collaborative, and service-minded, operating in a culture of TRAITS…Trust, Respect, Accountability, Integrity, Teamwork, and Safety Leadership Highlights +200 years of combined industry experience Senior corporate leadership with tenure and track record at AZZ Proven industry leaders at respective coatings businesses Executed and integrated multiple acquisitions, including transformational M&A Track record of success Mission-Driven, Experienced Management Team 3 Jason Crawford Chief Financial Officer Kurt Russell Senior Vice President & Chief Strategy Officer
8 INVESTOR PRESENTATION 8 End Markets1 & Drivers 55% 9% 7% 9% 11% (1) Based on AZZ Q1 FY2026 results ended May 31, 2025
9 INVESTOR PRESENTATION 9 Uniquely Positioned to Capitalize on Generational Infrastructure Investment in U.S. Source: American Infrastructure Investment and Jobs Act
10 INVESTOR PRESENTATION Operating Segment Production Route Value-Added Capabilities Market Size and Share2 Historical Adjusted EBITDA Performance3 ($ in millions) Metal Coatings Precoat Metals Batch Processing Continuous Processing Hot-Dip Galvanizing Spin Galvanizing Powder Coating Plating Anodizing Coil Coating Slitting Embossing Shape Correction Blanking $2.5B $4.4B ~27% share #1 market position ~21% share #1 market position $126 $157 $189 $197 $205 212 FY2021 FY2022 FY2023 FY2024 FY2025 TTM $115 $155 $165 $168 $179 180 EBITDA FY2021 FY2022 FY2023 FY2024 FY2025 TTM Production Input Fabricated Steel Steel & Aluminum Coil Sales $675.6 million1 Sales $910.8 million1 (1) Sales based on AZZ trailing twelve-month period ended May 31, 2025 (2) Management estimates based on data from the American Galvanizing Association and National Coat Coaters Association (3) For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation; Precoat EBITDA FY2020-FY2022 prior to acquisition; Fiscal year 2023 Precoat EBITDA adjusted to include results from March 1, 2022 to May 13, 2022 prior to completion of acquisition on May 13, 2022; TTM for the period ended May, 31, 2025 Value-added tolling model limits risk and exposure to metal price fluctuation COVID Our Leading Segments
11 INVESTOR PRESENTATION Strategic Value Proposition Built on Common Business Models Standout Market Leaders with Best-in-Class Financial Profiles Proprietary Systems Driving Efficiencies in Operations, Procurement, Supply Chain, IT and Back Office Tolling Based Businesses with Minimal Commodity and Inventory Risk Support ESG Enhancements Across Operations Footprint Service-Driven Culture with Focus on Superior Customer Satisfaction 9 Metal Coatings Precoat Metals
12 INVESTOR PRESENTATION Technology: Digital Galvanizing System (DGS) provides customers with near real-time updates and operational efficiencies Metal Coatings Value Proposition Key Value Propositions ✓ Embracing Complexity: Quick turns on special projects to meet demanding customer schedules✓ Value-Added Services: Over 30+ solutions offerings, including surface preparation, ground line coating and a dedicated transportation network✓ Operational Flexibility: Unmatched solutions offering validated through best-in-class Net Promoter Score ✓ Cost, Efficiency and Environmental Benefits: Galvanizing can last between 50-100 years and is then 100% recyclable thereafter✓ Expanded Footprint and Redundancy: Scaled network ensures proximity and logistical cost advantages across the supply chain✓
13 INVESTOR PRESENTATION Metal Coatings Footprint Well-Positioned to Serve Key End-Markets Superior Capabilities Enable Leading Position Across All End-Markets2 North America’s leading post-fabrication hot-dip galvanizer with unmatched competitive moat Spin GalvanizingHot-Dip Galvanizing Powder Coating Anodizing and Plating State-of-the-Art Facilities Across North America1 Construction 26% Industrial 20% Transportation 16% Electrical 20% Other 18% Key Technologies (1) 42 galvanizing locations and 4 surface technologies locations as of July 1, 2025 (2) Based on AZZ Q1 FY2026 financial results ended May 31, 2025 10
14 INVESTOR PRESENTATION Metal Coatings Historical Financials $458 $519 $637 $656 $665 $676 FY21 FY22 FY23 FY24 FY25 TTM $126 $157 $189 $197 $205 $212 27.6% 30.3% 29.7% 30.0% 30.7% 31.4% FY21 FY22 FY23 FY24 FY25 TTM 1 Sales Historical Performance ($ in millions) 11 Adjusted EBITDA2 % Margin (1) TTM sales and Adjusted EBITDA for the twelve-month period ended May 31, 2025 (2) Adjusted EBITDA prior to corporate allocations; For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation; TTM Adjusted EBITDA for the period ended May 31, 2025 1
15 INVESTOR PRESENTATION Precoat Metals Value Proposition Key Value Propositions Technology: Coilzone provides customers with near real-time access to inventory, production and shipping information generating operational efficiencies ✓ Embracing Complexity: Quickly accommodate customer needs by offering quick turns on special colors and coatings, enhanced with paint blend cell capability✓ Value-Added Services: Unique position as the “one-stop-shop” across all end-markets and substrates for coil coating, slitting, embossing and shape correction✓ Operational Flexibility: Tolling model provides customers with Sourcing Latitude and Late Point SKU identification to meet real-time business demand✓ Cost, Efficiency and Environmental Benefits: Significant cost, quality and environmental advantages vs. post-paint driving increased customer demand✓ Expanded Footprint and Redundancy: Scaled, purpose-built manufacturing network ensures proximity and logistical cost advantages across the supply chain✓
16 INVESTOR PRESENTATION Precoat Metals Footprint Well-Positioned to Serve Key End-Markets Critical Service Provider to Diverse End-Markets2 Construction (79%) Appliance (6%) Transportation (3%)Container (4%)HVAC (3%) Industry leader with entrenched advantages as a unique independent toll coater State-of-the-Art Facilities Across North America1 Coil Coating Slitting Cut-to-Length Laminating / Printing Shape Correction Embossing Key Technologies 12 (1) New greenfield plant opened in Washington, Missouri. Total 14 plants with 17 processing lines (2) Based on AZZ Q1 FY2026 results for the period ended 5/31/2025 Existing Facility New Facility
17 INVESTOR PRESENTATION Precoat Metals Historical Financials $605 $710 $882 $881 $913 $911 FY21 FY22 FY23 FY24 FY25 TTM5 $115 $155 $165 $168 $179 $180 18.9% 21.8% 18.7% 19.0% 19.6% 19.8% FY21 FY22 FY23 FY24 FY25 TTM Sales Adjusted EBITDA3 ($ in millions) Historical Performance 13 % Margin Note: FY based on February year-end (1) Precoat sales for FY 21 – FY 22 net of external claims (2) Fiscal year 2023 Precoat Sales and EBITDA are adjusted to include results from March 1, 2022 to May 13, 2022 prior to completion of acquisition on May 13, 2022 (3) Adjusted EBITDA prior to corporate allocations; For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation (4) Precoat EBITDA for FY 21 – FY 22 excludes buy-side standalone diligence adjustments made by AZZ (5) TTM reflects results for the twelve-month period ended May 31, 2025 2 2 1 1 1 4 4 4 5
18 INVESTOR PRESENTATION Enables AZZ to benefit from secular shift to aluminum cans Run-rate contracted sales of $50+ million exiting FY 2026 at an EBITDA margin above Precoat overall margin ROIC well in excess of cost of capital Long-term contractual customer commitment for 75% of the new capacity Total investment of ~$125 million New aluminum coil coating line in Washington, Missouri Compelling Strategic and Financial Investment Investing in Future Growth Two-year construction project completed Q4 FY25 on-time and on budget
19 INVESTOR PRESENTATION Digital Galvanizing System (DGS) is a distinct competitive advantage - Near elimination of paper with proprietary, state-of-the-art tool linked to Oracle ERP system - Fully integrated; Allows real-time decisions and enhanced customer experience - Provides real-time order status updates, tracking and notifications - Improved visibility and decision making across the organization and with customers CoilZone is the industry leading productivity and customer engagement platform - Customer Portal for real time visibility for all inventory transactions of their material - Fully integrated with APM’s ERP system - Paperless scheduling with a customer portal for schedule visibility - Provides customer ability to arrange and release shipments - Heavily integrated with customers through EDI Technology Transformation – A Key Differentiator
20 INVESTOR PRESENTATION 20 Investing in Future Growth Sustai ability • Sustainability is intrinsic to our products as both hot-dip galvanized steel and coil coated steel and aluminum are 100% recyclable • Hot-dip galvanized steel is an infinitely renewable building material and used in renewable energy projects such as wind, solar and battery • Utilizing hot-dip galvanizing and coil coating ensures that fewer natural resources are consumed, fewer emissions are produced in the future, and with minimal environmental impact over the life of a customer’s project 43%Diverse 53% We are essential and environmentally friendly We are committed to sustainability initiatives and reporting We recognize that diversity is key to sustainability • Tracking and Reporting on Scope 1 and 2 consumption and intensity in our annual sustainability report • Targeting a 10% reduction in Scope 1 and Scope 2 consumption and intensity • Tracking green sales in FY2024 and FY2025 to further disclose AZZ’s role in the transition to a low carbon economy • Recognized by Newsweek as one of America’s Most Responsible Companies for the past three years • We embrace the diversity of our employees, customers, vendors, suppliers, stakeholders and consumers, including their unique backgrounds, experiences, creative solutions, skills and talents • Everyone is valued and appreciated for their distinct contributions to the continued growth and sustainability of our business • AZZ’s percentage of women in the global workforce for FY2025 was 14.7%; Additionally, 12.5% of the executive team and 16.7% of our non-employee Board members are female. Ethnicity demographics of AZZ’s employees for FY202\5(1) 1 AZZ 10K for FY2025 which ended 02/28/2025; Chart excludes 4% ‘not specified’
21 INVESTOR PRESENTATION $126 $157 $189 $197 $205 $212 $115 $155 $165 $168 $179 $180 22.7% 25.4% 23.3% 23.7% 24.4% 24.7% FY21 FY22 FY23 FY24 FY25 TTM Precoat MetalsMetal Coatings ($ in millions) COVID Year COVID Year $458 $519 $637 $656 $665 $676 $605 $710 $882 $881 $913 $911 FY21 FY22 FY23 FY24 FY25 TTM $1,062 $1,229 $1,519 $1,538 $241 $312 $354 $364 Sales Segment Adjusted EBITDA3 Excl. Corporate Costs Consistent Top-Line Growth and Profitability 15 % Margin Note: FY based on February year-end financial results; Financials exclude AIS which was divested in September 2022; Please reference Appendix for LTM reconciliation (Reg G) (1) Precoat sales for FY 21 – FY 22 net of external claims (2) Fiscal year 2023 Precoat Sales and EBITDA are adjusted to include results from March 1, 2022 to May 13, 2022 prior to completion of acquisition on May 13, 2022 (3) Adjusted EBITDA excludes corporate costs and AVAIL JV results (4) Precoat EBITDA for FY 21 – FY 22 excludes buy-side standalone diligence adjustments made by AZZ (5) TTM reflects the twelve-month period ended May 31, 2025 2 2 1 1 1 4 4 4 $1,578 $384 $1,587 $392 5 5
22INVESTOR PRESENTATION 10.2% 11.2% 12.5% 18.1% 15.1% AZZ Coatings Building Products Service Centers Steel Mills 4.4% 1.0% 0.9% (2.3%) (2.7%) AZZ Coatings Building Products Service Centers Steel Mills AZZ’s Attractive Financial Metrics Relative to Related Industrial Companies CY23A – CY25E Revenue Growth CY25E EBITDA Margin2 Current Net Working Capital / LTM Sales3 (FY24 – FY26)1 (FY26)1 22.7% 18.2% 20.9% 7.8% 13.2% AZZ Coatings Building Products Service Centers Steel Mills As of February 28, 2025 4 4 4 Source: Factset and Company Filings Note: Figures reflect peers median; Coatings peers include Valmont, Hill & Smith, Sherwin-William, PPG, Akzo Nobel; Building Products peers include A. O. Smith, James Hardie, Trex, Griffon, Fortune Brands Innovations, Kingspan, Simpson, Jeld-Wen; Service Centers peers include Reliance, Ryerson, Worthington Steel, Russel Metals; Steel Mills peers include BlueScope, Nucor, Steel Dynamics 1. AZZ FY26E metrics represent mid-point of Company’s full year guidance 2. Includes corporate expense 3. Based on latest available filing 4. James Hardie figures Pro Forma for acquisition of Azek
23 INVESTOR PRESENTATION Q2 FY23 Q2 FY24 Impactful Deleveraging Post Transformational Acquisition Net Leverage Since Precoat Metals Acquisition1 Note: Financials exclude AIS in which AZZ divested 60% into a joint venture in September 2022 (1) Reflects net leverage inclusive of credit agreement-related adjustments; Adjusted EBITDA inclusive of corporate costs (2) Free Cash Flow Conversion defined as (CFO – Capex) / Net Income; Free Cash Flow is a non-GAAP financial measure that requires reconciliation to Cash Flow from Operations. Accordingly, Free Cash Flow conversion is a ratio of a non-GAAP financial measure to a GAAP financial measure that requires reconciliation. • Strong free cash flow generation(2) • $285M debt reduction in Q1 2026 • Fully Redeemed Series A Convertible Preferred Stock in Q1 FY 2025 Net Debt / Adjusted EBITDA (excl. preferred) Net Debt / Adjusted EBITDA (incl. preferred) 16 (2.6x) No significant debt maturities until FY30 Q2FY23 Q1FY26 1.7x 4.3x 3.6x
INVESTOR PRESENTATION 24 AZZ - Proven Resilience Through Prior Cycles 17 Metal Coatings EBITDA Precoat Metals EBITDA $51 $81 $85 $85 $98 $51 $59 $42 $57 $71 $102 $140 $127 $142 $169 CY 2007 CY 2008 CY 2009 CY 2010 CY 2011 Modest Decline (9%) Strong Recovery +15% CAGR ($ in millions)Limited exposure to metal prices Value-added pricing model Highly variable cost structure with flexible operating model Consistent strong earnings and cash flow
25 INVESTOR PRESENTATION Our Capital Allocation Priorities Return Capital Committed to sustaining dividends Manage Leverage(1) Net Leverage target range of 1.5x – 2.5x High ROIC Investments Organic growth, Strategic customer partnerships & Productivity Improvements Strategic M&A Bolt-on acquisitions, and/or strategic M&A that aligns with our business segments 1. Excludes any M&A activity
26 INVESTOR PRESENTATION FY 2026 Updated Guidance(1) Sales $1.625 - $1.725 billion Adjusted EBITDA(2) $360 - $400 million EPS Range $5.75 - $6.25 (1) FY2026 Guidance Assumptions: The newly built Washington, Missouri plant is expected to be operational in the first half of FY2026, and accretive to earnings in the second half of FY2026; Capital expenditures are expected to be approximately $60 to $80 million, down from $100 to $120 million for FY2025 due to the completion of the Washington, Missouri facility in 2025; Debt-to-leverage ratio is estimated to be between 1.5 to 2.5 times, interest expense is expected to be $60 to $70 million, and the annualized effective tax rate of 25% excludes federal regulatory changes that may emerge; Debt reduction to exceed $300 million; Adjusted Diluted EPS guidance includes adding back amortization related to the Company’s intangible assets; Excludes all potential M&A activities. (2) For a reconciliation to the most directly comparable GAAP measures, please see the appendix to this presentation
27 INVESTOR PRESENTATION Why Invest in AZZ? Differentiated, high value add metal coatings provider with scale, expertise and customer centric technology uniquely positioned to serve the growing North American steel and aluminum markets Strong business foundation capable of growing sales and margins at or above market levels, supported by multi-year secular growth drivers; while generating significant free cash flow Coil coating and hot dip galvanizing provide environmentally friendly solutions that reduce emissions and extend the life cycle of the coated materials Focused capital allocation to reduce debt and improve leverage while supporting high ROIC investments, and returning capital to shareholders Commitment to EPS growth coupled with multiple expansion creates compelling investment opportunity and long-term shareholder value
Appendix
Reg “G” Tables
30 INVESTOR PRESENTATION Net Leverage Calculations The table presented above is an excerpt from the Company’s Q1 FY2026 financial results found in the Company’s 10Q filed 07/09/2025. Please see page 34 of this presentation for footnotes. Debt Leverage Ratio Reconciliation
Non-GAAP Disclosure of Adjusted EBITDA 31 The table presented above is an excerpt from the Company’s Q1 FY2026 results found in the Company’s 10Q filed with the SEC on 07/09/2025. Please see page 34 of this presentation for footnotes.
Non-GAAP Disclosure of Adjusted Net Income and Adjusted EPS 32 The table presented above is an excerpt from the Company’s Q1 FY2026 results found in the Company’s 10Q filed with the SEC on 07/09/2025. Please see page 34 of this presentation for footnotes.
Non-GAAP Segment Disclosure (Metal Coatings and Precoat Metals) 33 The tables presented above are an excerpt from the Company’s FY2025 results found in the Company’s 10K filed with the SEC on 07/09/2025. Please see page 34 of this presentation for footnotes.
Notes for Non-GAAP Disclosure Slides 34
