azz-20260708
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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
July 8, 2026
Date of Report (Date of earliest event reported)

AZZ Inc.
(Exact name of Registrant as specified in its charter)
Texas1-1277775-0948250
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, Texas 76107
(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 SymbolName of each exchange on which registered
Common Stock  AZZNew York Stock Exchange
NYSE Texas, Inc.
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 2.02 Results of Operations and Financial Condition.

On July 8, 2026, AZZ Inc. ("AZZ") issued a press release reporting AZZ’s first quarter financial results for the period ended May 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Nor shall the information in this Current Report be incorporated by reference in any other filing with the U.S. Securities and Exchange Commission made by AZZ, whether made before or after the date hereof, unless specifically identified therein as being incorporated therein by reference in such filing.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report.
ExhibitDescription
99.1




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AZZ Inc.
Date:
July 8, 2026
By:
 /s/ Jason Crawford
Jason Crawford
Senior Vice President, Chief Financial Officer and
Principal Accounting Officer







AZZ Inc. Reports Fiscal Year 2027 First Quarter Results
Record Quarterly Sales in Both Segments Drives EPS, Cash Flow and Value Creation
Raising Fiscal Year 2027 Guidance
July 8, 2026 - FORT WORTH, TX - AZZ Inc. (NYSE: AZZ), the leading independent provider of hot-dip galvanizing and coil coating solutions, today announced financial results for the first quarter ended May 31, 2026.
Fiscal Year 2027 First Quarter Overview (as compared to prior fiscal year first quarter(1)):
Total Sales of $448.5 million, up 6.3%
Metal Coatings sales of $210.3 million, up 12.3%
Precoat Metals sales of $238.2 million, up 1.5%
Net Income of $52.0 million, down 69.6%; prior year results were meaningfully impacted by equity in earnings from our minority interest in the AVAIL JV related to the sale of the Electrical Products Group to nVent Electric plc; Adjusted net income of $55.8 million, up 3.6%
GAAP diluted EPS of $1.72 per share, down 69.6% due to equity in earnings from the AVAIL JV as mentioned above; Adjusted diluted EPS of $1.85, up 3.9%
Consolidated Adjusted EBITDA of $99.5 million, or 22.2% of sales, versus prior year of $106.4 million, or 25.2% of sales; prior year Q1 included $7.7 million equity in earnings(2) from AVAIL JV operations
Segment Adjusted EBITDA margin of 30.3% for Metal Coatings and 21.7% for Precoat Metals
Cash flow from operations of $37.1 million
Cash dividend of $0.20 per share to common shareholders paid during the quarter, recently announced 20% increase in dividend to $0.24 per share
Net leverage ratio of 1.4x
(1) Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and net leverage ratio are non-GAAP financial measures as defined and reconciled in the tables below.
(2) Excludes $165.8 million of the $173.5 million of equity in earnings from the AVAIL JV that is included in prior year Q1 GAAP net income.

Tom Ferguson, President, and Chief Executive Officer of AZZ, commented, "We are off to a great start in the fiscal year as sales grew to $448.5 million, up 6.3% over the prior year quarter. Our sales momentum and disciplined operational execution resulted in Adjusted EBITDA of $99.5 million, or 22.2% of sales, which generated adjusted diluted EPS of $1.85, up 3.9%. Metal Coatings achieved strong, double-digit sales gains on higher volume of galvanized steel. Meanwhile, Precoat Metals reached record first-quarter sales, fueled by a combination of price increases to offset materials and input cost inflation and the ongoing production ramp-up at the Washington, Missouri facility. We are on track to set new sales and profitability records in fiscal year 2027 due to external market visibility as we continue to execute our strategic plans; therefore, we have increased our annual guidance range."

"We ended the quarter with a strong balance sheet and low net debt leverage of 1.4x, providing meaningful financial flexibility as we progress through the year. In the first quarter, we generated $37.1 million in cash from operations and will remain focused on disciplined management of working capital, capital expenditures, and debt throughout the fiscal year. Driven by a proven strategy and disciplined approach to M&A, we are actively pursuing an expanding pipeline of high-quality acquisition targets that will contribute to long-term shareholder value. Finally, I want to thank our AZZ employees as I am proud to work with such a talented group that incorporates pride and passion in everything they do," Ferguson concluded.

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Segment Performance
First Quarter 2027 Metal Coatings
Sales of $210.3 million increased by 12.3% over the first quarter of last year, primarily due to increased volume supported by project spending in several end markets, including construction, industrial, and infrastructure. Segment Adjusted EBITDA of $63.8 million resulted in Adjusted EBITDA margin of 30.3%, a decrease of 260 basis points from the prior year first quarter due to the sale of land in the prior year quarter and share growth in large projects this year.

First Quarter 2027 Precoat Metals
Sales of $238.2 million increased by 1.5% compared to the first quarter of last year, primarily due to increased sales from the Washington, Missouri facility and the pass-through of higher paint and input costs, partially offset by lower volume due to decreases in construction, infrastructure, HVAC and appliance end markets. Segment EBITDA of $51.8 million resulted in EBITDA margin of 21.7%, an increase of 100 basis points from the prior year first quarter, primarily due to higher sales.

Balance Sheet, Liquidity and Capital Allocation
The Company generated operating cash of $37.1 million for the first three months of fiscal year 2027 through improved earnings, coupled with a continued focus on working capital management. At the end of the first quarter, the Company's net leverage was 1.4x trailing twelve months Adjusted EBITDA. During the first three months of fiscal year 2027, the Company made no debt repayments and returned cash to common shareholders through cash dividend payments totaling $6.0 million. Capital expenditures for the first three months of fiscal year 2027 were $18.7 million, and full fiscal year capital expenditures are expected to be approximately $80 - $100 million.

Financial Outlook — Raising Fiscal Year 2027 Guidance
We are raising our fiscal year guidance for the year ending February 28, 2027, which reflects our confidence in the Company's strategic execution, operational resilience, and market positioning. Fiscal year 2027 guidance reflects our best estimates given expected market conditions for the full year, an annualized effective tax rate of 25% and excludes M&A activity and any federal regulatory changes that may emerge.
Prior
FY2027 Guidance(1)
Revised
FY2027 Guidance(1)
Sales$1.725 - $1.775 billion$1.80 - $1.85 billion
Adjusted EBITDA$360 - $400 million$375 - $415 million
Adjusted Diluted EPS$6.50 - $7.00$6.75 - $7.15
(1) FY2027 Guidance Assumptions:
a.The newly built Washington, Missouri plant is expected to be accretive to earnings in FY2027.
b.Capital expenditures are expected to be approximately $80 to $100 million, reflecting an increase in growth capital for hot-dip galvanizing capacity expansions and technology improvements for both Metal Coatings and Precoat Metals.
c.Interest expense is expected to be $35 to $45 million.
d.The annualized effective tax rate of 25% excludes federal regulatory changes that may emerge.
e.Debt reduction in the range of $130 to $170 million.
f.Adjusted Diluted EPS guidance includes adding back amortization related to the Company's intangible assets, adjustments related to the AVAIL JV and debt financing costs related to the refinancing of the Company's Revolving Credit Facility.
g.Excludes all potential M&A activities.
h.Excludes the potential for equity in income (or loss) and cash distributions from AZZ's minority interest in its unconsolidated subsidiary.
Conference Call Details
AZZ Inc. will conduct a live conference call with Tom Ferguson, Chief Executive Officer, Jason Crawford, Chief Financial Officer, and David Nark, Chief Marketing, Communications, and Investor Relations Officer to discuss financial results for the first quarter of the fiscal year 2027, Thursday, July 9, 2026, at 11:00 A.M. ET. Interested parties can access the conference call by dialing (844) 855-9499 or (412) 317-5497 (international). A webcast of the call will be available on the Company's Investor Relations page at http://www.azz.com/investor-relations.
A replay of the call will be available at (855) 669-9658 or (412) 317-0088 (international), replay access code: 5406597 through July 16, 2026, or by visiting http://www.azz.com/investor-relations for the next 12 months.
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About AZZ Inc.
AZZ Inc. is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets in North America. Collectively, our business segments provide sustainable, unmatched metal coating solutions that enhance the longevity and appearance of buildings, products and infrastructure that are essential to everyday life.
Safe Harbor Statement
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 press release 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; infrastructure; transportation; HVAC & appliance; container; and the metal coatings end markets. We could also experience additional increases, including increases due to inflation, in labor costs, components and raw materials including zinc and natural gas, which are used in our hot-dip galvanizing process and paint used in our coil coating process; supply chain vendor delays; 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 or Canada; 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, 2026, 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.

Company Contact:
David Nark, Chief Marketing, Communications, and Investor Relations Officer
AZZ Inc.
(817) 810-0095
www.azz.com

Investor Contact:
Sandy Martin / Phillip Kupper
Three Part Advisors
(214) 616-2207 or (817) 368-2556
www.threepa.com





3


AZZ Inc.
Condensed Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
Three Months Ended May 31,
20262025
Sales$448,530 $421,962 
Cost of sales336,361 317,832 
Gross margin112,169 104,130 
Selling, general and administrative35,136 34,581 
Operating income77,033 69,549 
Interest expense, net(11,264)(18,563)
Equity in earnings of unconsolidated subsidiary509 173,523 
Other income (expense), net(260)1,327 
Income before income taxes66,018 225,836 
Income tax expense14,012 54,928 
Net income$52,006 $170,908 
Basic earnings per common share$1.74 $5.71 
Diluted earnings per common share$1.72 $5.66 
Weighted average shares outstanding - Basic29,932 29,941 
Weighted average shares outstanding - Diluted30,159 30,217 
Cash dividends declared per common share$0.20 $0.17 
AZZ Inc.
Segment Reporting
(dollars in thousands)
(unaudited)
Three Months Ended May 31,
20262025
Sales:
Metal Coatings$210,305 $187,215 
Precoat Metals
238,225 234,747 
Total Sales$448,530 $421,962 
Adjusted EBITDA:
Metal Coatings$63,815 $61,516 
Precoat Metals
51,757 48,477 
Infrastructure Solutions(839)7,617 
Total Segment Adjusted EBITDA(1)
$114,733 $117,610 
(1)
See the non-GAAP disclosure section below for a reconciliation between the various measures calculated in accordance with GAAP to the non-GAAP financial measures.
4


AZZ Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
As of
May 31, 2026February 28, 2026
Assets:
Current assets$440,054 $395,368 
Property, plant and equipment, net609,463 609,305 
Other non-current assets, net1,202,807 1,208,801 
Total Assets$2,252,324 $2,213,474 
Liabilities and Shareholders’ equity:
Current liabilities$228,847 $232,274 
Long-term debt, net480,604 477,738 
Other non-current liabilities166,829 166,431 
Shareholders' equity1,376,044 1,337,031 
Total Liabilities and Shareholders' equity$2,252,324 $2,213,474 


AZZ Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
Three Months Ended May 31,
20262025
Net cash provided by operating activities(1)
$37,149 $314,782 
Net cash used in investing activities(18,698)(17,122)
Net cash used in financing activities(18,174)(295,512)
Effect of exchange rate changes on cash77 (593)
Net decrease in cash and cash equivalents354 1,555 
Cash and cash equivalents at beginning of period705 1,488 
Cash and cash equivalents at end of period$1,059 $3,043 
(1)
For the three months ended May 31, 2025, net cash provided by operating activities includes distributions from AVAIL of $273.2 million. Refer to footnote 4 on page 9.
5


AZZ Inc.
Non-GAAP Disclosure
Adjusted Net Income, Adjusted Earnings Per Share and Adjusted EBITDA

In addition to reporting financial results in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"), we provide Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA (collectively, the "Adjusted Earnings Measures"), which are non-GAAP measures. Management believes that the presentation of these measures provides investors with greater transparency when comparing operating results across a broad spectrum of companies, which provides a more complete understanding of our financial performance, competitive position, prospects for future capital investment and debt reduction. Management also believes that investors regularly rely on non-GAAP financial measures, such as Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA to assess operating performance and that such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP.
In calculating adjusted net income and adjusted earnings per share, management excludes the following items from the reported GAAP measure: 1) intangible asset amortization, 2) restructuring charges, 3) certain legal settlements and accruals, 4) retirement and other severance expenses, 5) redemption premium on Series A Preferred Stock, 6) additional stock compensation expense related to the adoption of our executive retiree long-term incentive program, 7) certain adjustments related to the Company's unconsolidated joint venture, and 8) the write-off of debt financing costs. Management defines Adjusted EBITDA as adjusted net income excluding depreciation, amortization, interest and provision for income taxes. Management believes Adjusted EBITDA is used by investors to analyze operating performance and evaluate the Company's ability to incur and service debt, as well as its capacity for making capital expenditures in the future.
Management provides non-GAAP financial measures for informational purposes and to enhance understanding of the Company's GAAP consolidated financial statements. Readers should consider these measures in addition to, but not instead of or superior to, the Company's financial statements prepared in accordance with GAAP, and undue reliance should not be placed on these non-GAAP financial measures. Additionally, these non-GAAP financial measures may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.
The following tables provide a reconciliation for the three months ended May 31, 2026 and May 31, 2025 between the non-GAAP Adjusted Earnings Measures to the most comparable measures, calculated in accordance with GAAP (in thousands, except per share data):

6


Adjusted Net Income and Adjusted Earnings Per Share

Three Months Ended May 31,
20262025
Amount
Per
 Diluted Share(1)
Amount
Per
 Diluted Share(1)
Net income$52,006 1.72 $170,908 5.66 
Adjustments:
Amortization of intangible assets5,726 0.19 5,734 0.19 
Restructuring charges(2)
— — 3,827 0.13 
Executive retiree long-term incentive program(3)
— — 2,185 0.07 
AVAIL JV equity in earnings adjustment(4)
(1,348)(0.04)(165,826)(5.49)
Write-off of debt financing costs(5)
572 0.02 — — 
Subtotal4,950 0.16 (154,080)(5.10)
Tax impact(6)
(1,188)(0.04)36,979 1.22 
Total adjustments3,762 0.12 (117,101)(3.88)
Adjusted net income and adjusted earnings per share (non-GAAP)$55,768 $1.85 $53,807 $1.78 
Weighted average shares outstanding—Diluted for Adjusted earnings per share30,159 30,217 
    See notes on page 9.
Adjusted EBITDA
Three Months Ended May 31,
20262025
Net income$52,006 $170,908 
Interest expense11,264 18,563 
Income tax expense14,012 54,928 
Depreciation and amortization23,519 21,827 
Adjustments:
Restructuring charges(2)
— 3,827 
Executive retiree long-term incentive program(3)
— 2,185 
AVAIL JV equity in earnings adjustment(4)
(1,348)(165,826)
Adjusted EBITDA (non-GAAP)$99,453 $106,412 
See notes on page 9.
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Adjusted EBITDA by Segment
Three Months Ended May 31, 2026
Metal CoatingsPrecoat MetalsInfra-
structure Solutions
CorporateTotal
Net income (loss)$56,549 $41,535 $509 $(46,587)$52,006 
Interest expense— — — 11,264 11,264 
Income tax expense— — — 14,012 14,012 
Depreciation and amortization7,266 10,222 — 6,031 23,519 
Adjustments:
AVAIL JV equity in earnings adjustment(4)
— — (1,348)— (1,348)
Adjusted EBITDA (non-GAAP)$63,815 $51,757 $(839)$(15,280)$99,453 
See notes on page 9.
Three Months Ended May 31, 2025
Metal CoatingsPrecoat MetalsInfra-
structure Solutions
CorporateTotal
Net income (loss)$50,671 $39,354 $173,443 $(92,560)$170,908 
Interest expense— — — 18,563 18,563 
Income tax expense— — — 54,928 54,928 
Depreciation and amortization6,660 9,123 — 6,044 21,827 
Adjustments:
Restructuring charges(2)
3,827 — — — 3,827 
Executive retiree long-term incentive program(3)
358 — — 1,827 2,185 
AVAIL JV equity in earnings adjustment(4)
— — (165,826)— (165,826)
Adjusted EBITDA (non-GAAP)$61,516 $48,477 $7,617 $(11,198)$106,412 
See notes on page 9.
8


Debt Leverage Ratio Reconciliation
Trailing Twelve Months Ended
May 31, 2026February 28, 2026
Gross debt$515,000 $515,000 
Less: Cash per bank statement(5,500)(13,227)
Add: Finance lease liability15,256 13,746 
Consolidated indebtedness$524,756 $515,519 
Net income$198,357 $317,260 
Depreciation and amortization91,747 90,056 
Interest expense48,350 55,650 
Income tax expense62,140 103,055 
EBITDA400,594 566,021 
Cash items(7)
349 5,426 
Non-cash items(8)
13,530 14,832 
Equity in earnings, net of distributions(36,720)(209,733)
Adjusted EBITDA per Credit Agreement$377,753 $376,546 
Net leverage ratio1.4x1.4x
(1)
Earnings per share amounts included in the "Adjusted Net Income and Adjusted Earnings Per Share" table above may not sum due to rounding differences.
(2)
For the three months ended May 31, 2025, includes restructuring charges related to the closure of two surface technology facilities in our AZZ Metal Coatings segment. See "Item 8. Financial Statements—Note 17" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(3)
During the three months ended May 31, 2025, we recognized additional stock-based compensation expense of $2.2 million upon the adoption of the Executive Retiree Long-term Incentive Program. For further information regarding the adoption of the ERP, see "Item 8. Financial Statements—Note 15" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(4)
For the three months ended May 31, 2026, represents adjustments related to the loss recognized in fiscal year 2026 for the sale of AVAIL's Welding Services Business. During the first quarter of fiscal 2026, AVAIL completed the sale of the Electrical Products Group to nVent Electric plc. Following the completion of the sale, we received a distribution of $273.2 million during the three months ended May 31, 2025, exceeding the investment in the AVAIL JV of $107.4 million as of May 31, 2025. The excess distribution of $165.8 million was recorded as equity in earnings of unconsolidated subsidiary during the three months ended May 31, 2025. See "Item 8. Financial Statements—Note 8" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(5)
The write-off of $0.6 million of unamortized debt financing costs relates to the refinancing of our Revolving Credit Facility on May 7, 2026, which resulted in a partial extinguishment at the lender level. For further information, see "Item 1. Financial Statements—Note 10" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(6)
The non-GAAP effective tax rate for each of the periods presented is estimated at 24.0%.
(7)
Cash items include restructuring charges associated with the AZZ Metal Coatings segment and other accruals.
(8)
Non-cash items include stock-based compensation expense.
9