0000008947 false 2027 Q1--02-28 http://www.azz.com/20260531#RightOfUseAssets http://www.azz.com/20260531#RightOfUseAssets http://www.azz.com/20260531#RightOfUseAssets http://www.azz.com/20260531#RightOfUseAssets http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityCurrent http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityCurrent http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityNoncurrent http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityNoncurrent http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityCurrent http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityCurrent http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityNoncurrent http://www.azz.com/20260531#FinanceLeaseAndOperatingLeaseLiabilityNoncurrent xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure azz:segment azz:lease azz:facility 0000008947 2026-03-01 2026-05-31 0000008947 2026-07-01 0000008947 2026-05-31 0000008947 2026-02-28 0000008947 azz:AISJointVentureMember 2026-05-31 0000008947 azz:AISJointVentureMember 2026-02-28 0000008947 2025-03-01 2025-05-31 0000008947 azz:AISJointVentureMember 2026-03-01 2026-05-31 0000008947 azz:AISJointVentureMember 2025-03-01 2025-05-31 0000008947 us-gaap:RevolvingCreditFacilityMember 2026-03-01 2026-05-31 0000008947 us-gaap:RevolvingCreditFacilityMember 2025-03-01 2025-05-31 0000008947 us-gaap:SecuredDebtMember 2026-03-01 2026-05-31 0000008947 us-gaap:SecuredDebtMember 2025-03-01 2025-05-31 0000008947 2025-02-28 0000008947 2025-05-31 0000008947 us-gaap:CommonStockMember 2026-02-28 0000008947 us-gaap:AdditionalPaidInCapitalMember 2026-02-28 0000008947 us-gaap:RetainedEarningsMember 2026-02-28 0000008947 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-02-28 0000008947 us-gaap:AdditionalPaidInCapitalMember 2026-03-01 2026-05-31 0000008947 us-gaap:CommonStockMember 2026-03-01 2026-05-31 0000008947 us-gaap:RetainedEarningsMember 2026-03-01 2026-05-31 0000008947 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-03-01 2026-05-31 0000008947 us-gaap:CommonStockMember 2026-05-31 0000008947 us-gaap:AdditionalPaidInCapitalMember 2026-05-31 0000008947 us-gaap:RetainedEarningsMember 2026-05-31 0000008947 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-05-31 0000008947 us-gaap:CommonStockMember 2025-02-28 0000008947 us-gaap:AdditionalPaidInCapitalMember 2025-02-28 0000008947 us-gaap:RetainedEarningsMember 2025-02-28 0000008947 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-02-28 0000008947 us-gaap:AdditionalPaidInCapitalMember 2025-03-01 2025-05-31 0000008947 us-gaap:CommonStockMember 2025-03-01 2025-05-31 0000008947 us-gaap:RetainedEarningsMember 2025-03-01 2025-05-31 0000008947 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-01 2025-05-31 0000008947 us-gaap:CommonStockMember 2025-05-31 0000008947 us-gaap:AdditionalPaidInCapitalMember 2025-05-31 0000008947 us-gaap:RetainedEarningsMember 2025-05-31 0000008947 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-05-31 0000008947 azz:CantonGalvanizingLLCMember 2025-07-01 2025-07-01 0000008947 azz:CantonGalvanizingLLCMember us-gaap:CustomerRelationshipsMember 2025-07-01 2025-07-01 0000008947 azz:CantonGalvanizingLLCMember us-gaap:CustomerRelationshipsMember 2025-07-01 0000008947 azz:CantonGalvanizingLLCMember 2025-07-01 0000008947 us-gaap:StockCompensationPlanMember 2026-03-01 2026-05-31 0000008947 us-gaap:StockCompensationPlanMember 2025-03-01 2025-05-31 0000008947 azz:ConstructionIndustryMember 2026-03-01 2026-05-31 0000008947 azz:ConstructionIndustryMember 2025-03-01 2025-05-31 0000008947 azz:IndustrialIndustryMember 2026-03-01 2026-05-31 0000008947 azz:IndustrialIndustryMember 2025-03-01 2025-05-31 0000008947 azz:InfrastructureIndustryMember 2026-03-01 2026-05-31 0000008947 azz:InfrastructureIndustryMember 2025-03-01 2025-05-31 0000008947 azz:TransportationIndustryMember 2026-03-01 2026-05-31 0000008947 azz:TransportationIndustryMember 2025-03-01 2025-05-31 0000008947 azz:HVACAppliancesIndustryMember 2026-03-01 2026-05-31 0000008947 azz:HVACAppliancesIndustryMember 2025-03-01 2025-05-31 0000008947 azz:ElectricalAndUtilityIndustryMember 2026-03-01 2026-05-31 0000008947 azz:ElectricalAndUtilityIndustryMember 2025-03-01 2025-05-31 0000008947 azz:OtherIndustryMember 2026-03-01 2026-05-31 0000008947 azz:OtherIndustryMember 2025-03-01 2025-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:MetalCoatingsMember 2026-03-01 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:PrecoatMetalsMember 2026-03-01 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:InfrastructureSolutionsMember 2026-03-01 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember 2026-03-01 2026-05-31 0000008947 us-gaap:CorporateNonSegmentMember 2026-03-01 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:MetalCoatingsMember 2025-03-01 2025-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:PrecoatMetalsMember 2025-03-01 2025-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:InfrastructureSolutionsMember 2025-03-01 2025-05-31 0000008947 us-gaap:OperatingSegmentsMember 2025-03-01 2025-05-31 0000008947 us-gaap:CorporateNonSegmentMember 2025-03-01 2025-05-31 0000008947 azz:AISJointVentureMember 2025-09-01 2025-11-30 0000008947 azz:AISJointVentureMember 2025-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:MetalCoatingsMember 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:MetalCoatingsMember 2026-02-28 0000008947 us-gaap:OperatingSegmentsMember azz:PrecoatMetalsMember 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:PrecoatMetalsMember 2026-02-28 0000008947 us-gaap:OperatingSegmentsMember azz:InfrastructureSolutionsMember 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember azz:InfrastructureSolutionsMember 2026-02-28 0000008947 us-gaap:OperatingSegmentsMember 2026-05-31 0000008947 us-gaap:OperatingSegmentsMember 2026-02-28 0000008947 us-gaap:CorporateNonSegmentMember 2026-05-31 0000008947 us-gaap:CorporateNonSegmentMember 2026-02-28 0000008947 country:US 2026-03-01 2026-05-31 0000008947 country:US 2025-03-01 2025-05-31 0000008947 country:CA 2026-03-01 2026-05-31 0000008947 country:CA 2025-03-01 2025-05-31 0000008947 country:US 2026-05-31 0000008947 country:US 2026-02-28 0000008947 country:CA 2026-05-31 0000008947 country:CA 2026-02-28 0000008947 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember azz:AZZInfrastructureSolutionsMember azz:AISJointVentureMember 2026-05-31 0000008947 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember azz:AZZInfrastructureSolutionsMember azz:AISJointVentureMember 2026-03-01 2026-05-31 0000008947 azz:AISJointVentureMember 2026-05-31 0000008947 azz:AISJointVentureMember 2026-02-28 0000008947 azz:AISJointVentureMember 2026-03-01 2026-05-31 0000008947 azz:AISJointVentureMember 2025-03-01 2025-05-31 0000008947 us-gaap:InterestRateSwapMember 2026-05-31 0000008947 us-gaap:InterestRateSwapMember 2026-03-01 2026-05-31 0000008947 us-gaap:LineOfCreditMember us-gaap:RevolvingCreditFacilityMember 2026-05-31 0000008947 us-gaap:LineOfCreditMember us-gaap:RevolvingCreditFacilityMember 2026-02-28 0000008947 azz:TermLoanBMember 2026-05-31 0000008947 azz:TermLoanBMember 2026-02-28 0000008947 us-gaap:SecuredDebtMember azz:ReceivablesSecuritizationFacilityMember 2026-05-31 0000008947 us-gaap:SecuredDebtMember azz:ReceivablesSecuritizationFacilityMember 2026-02-28 0000008947 us-gaap:LoansPayableMember azz:TermLoanBMember 2022-05-13 0000008947 us-gaap:RevolvingCreditFacilityMember azz:A2022CreditAgreementAndTermLoanBMember 2022-05-13 0000008947 azz:StandbyAndCommercialLettersOfCreditMember azz:A2022CreditAgreementAndTermLoanBMember 2022-05-13 0000008947 us-gaap:RevolvingCreditFacilityMember 2022-05-13 2022-05-13 0000008947 us-gaap:LineOfCreditMember srt:MinimumMember 2026-05-07 2026-05-07 0000008947 us-gaap:LineOfCreditMember srt:MaximumMember 2026-05-07 2026-05-07 0000008947 us-gaap:LineOfCreditMember 2026-03-01 2026-05-31 0000008947 us-gaap:LineOfCreditMember srt:MinimumMember 2022-05-13 2022-05-13 0000008947 us-gaap:LineOfCreditMember srt:MaximumMember 2022-05-13 2022-05-13 0000008947 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember 2022-05-13 2022-05-13 0000008947 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember 2022-05-13 2022-05-13 0000008947 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember 2026-05-07 2026-05-07 0000008947 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember 2026-05-07 2026-05-07 0000008947 us-gaap:LineOfCreditMember 2026-05-07 0000008947 azz:TermLoanBMember 2022-08-31 2022-08-31 0000008947 us-gaap:SecuredDebtMember azz:ReceivablesSecuritizationFacilityMember 2025-07-10 0000008947 us-gaap:SecuredDebtMember azz:ReceivablesSecuritizationFacilityMember 2025-08-31 0000008947 us-gaap:SecuredDebtMember azz:ReceivablesSecuritizationFacilityMember 2025-08-31 2025-08-31 0000008947 azz:A2022CreditAgreementAndTermLoanBMember 2026-03-01 2026-05-31 0000008947 azz:NotePayableFloatingAndFixedRateMaturingThroughFiscalYear2029Member 2026-05-31 0000008947 us-gaap:SeniorNotesMember us-gaap:LineOfCreditMember 2026-05-31 0000008947 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel1Member 2026-05-31 0000008947 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member 2026-05-31 0000008947 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel3Member 2026-05-31 0000008947 us-gaap:InterestRateSwapMember 2026-02-28 0000008947 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel1Member 2026-02-28 0000008947 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member 2026-02-28 0000008947 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel3Member 2026-02-28 0000008947 azz:CreditAgreement2022Member 2026-05-31 0000008947 azz:CreditAgreement2022Member 2025-05-31 0000008947 us-gaap:CostOfRevenue 2026-03-01 2026-05-31 0000008947 us-gaap:CostOfRevenue 2025-03-01 2025-05-31 0000008947 us-gaap:SellingGeneralAndAdministrativeExpense 2026-03-01 2026-05-31 0000008947 us-gaap:SellingGeneralAndAdministrativeExpense 2025-03-01 2025-05-31 0000008947 2020-11-10 0000008947 azz:A2020ShareRepurchaseProgramMember 2020-11-10 0000008947 azz:A2020ShareRepurchaseProgramMember 2026-05-31 0000008947 azz:A2026ShareRepurchaseProgramMember 2026-05-31 0000008947 us-gaap:AccumulatedTranslationAdjustmentMember 2026-02-28 0000008947 azz:AccumulatedForeignCurrencyAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2026-02-28 0000008947 azz:AccummulatedNetActuarialGainLossNetOfTaxAdjustmentAttributableToParentMember 2026-02-28 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentAttributableToParentMember 2026-02-28 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2026-02-28 0000008947 us-gaap:AccumulatedTranslationAdjustmentMember 2026-03-01 2026-05-31 0000008947 azz:AccumulatedForeignCurrencyAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2026-03-01 2026-05-31 0000008947 azz:AccummulatedNetActuarialGainLossNetOfTaxAdjustmentAttributableToParentMember 2026-03-01 2026-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentAttributableToParentMember 2026-03-01 2026-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2026-03-01 2026-05-31 0000008947 us-gaap:AccumulatedTranslationAdjustmentMember 2026-05-31 0000008947 azz:AccumulatedForeignCurrencyAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2026-05-31 0000008947 azz:AccummulatedNetActuarialGainLossNetOfTaxAdjustmentAttributableToParentMember 2026-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentAttributableToParentMember 2026-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2026-05-31 0000008947 us-gaap:AccumulatedTranslationAdjustmentMember 2025-02-28 0000008947 azz:AccumulatedForeignCurrencyAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2025-02-28 0000008947 azz:AccummulatedNetActuarialGainLossNetOfTaxAdjustmentAttributableToParentMember 2025-02-28 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentAttributableToParentMember 2025-02-28 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2025-02-28 0000008947 us-gaap:AccumulatedTranslationAdjustmentMember 2025-03-01 2025-05-31 0000008947 azz:AccumulatedForeignCurrencyAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2025-03-01 2025-05-31 0000008947 azz:AccummulatedNetActuarialGainLossNetOfTaxAdjustmentAttributableToParentMember 2025-03-01 2025-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentAttributableToParentMember 2025-03-01 2025-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2025-03-01 2025-05-31 0000008947 us-gaap:AccumulatedTranslationAdjustmentMember 2025-05-31 0000008947 azz:AccumulatedForeignCurrencyAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2025-05-31 0000008947 azz:AccummulatedNetActuarialGainLossNetOfTaxAdjustmentAttributableToParentMember 2025-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentAttributableToParentMember 2025-05-31 0000008947 azz:AccumulatedInterestRateSwapNetOfTaxAdjustmentForUnconsolidatedSubsidiaryAttributableToParentMember 2025-05-31 0000008947 azz:PrecoatMetalsBusinessDivisionMember 2026-05-31 0000008947 2023-10-27 2023-10-27 0000008947 2024-02-14 2024-02-14
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2026
or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-12777

AZZ Inc.
(Exact name of registrant as specified in its charter)

Texas |  | 75-0948250
(State or other jurisdiction of incorporation or organization) |  | (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)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock |  | AZZ |  | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer |  | ☒ |  | Accelerated filer |  | ☐ |  | Non-accelerated filer |  | ☐
Smaller reporting company |  | ☐ |  | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 1, 2026, the registrant had outstanding 30,051,501 shares of common stock; $1.00 par value per share.

Table of Contents

|  | PAGE NO.
PART I. | FINANCIAL INFORMATION |
Item 1. | Financial Statements (Unaudited) |
| Condensed Consolidated Balance Sheets | 1
| Condensed Consolidated Statements of Operations | 2
| Condensed Consolidated Statements of Comprehensive Income (Loss) | 3
| Condensed Consolidated Statements of Cash Flows | 4
| Condensed Consolidated Statements of Changes in Shareholders' Equity | 5
| Notes to Condensed Consolidated Financial Statements | 6
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 26
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39
Item 4. | Controls and Procedures | 39
PART II. | OTHER INFORMATION |
Item 1. | Legal Proceedings | 39
Item 1A. | Risk Factors | 39
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39
Item 5. | Other Information | 40
Item 6. | Exhibits | 41
| SIGNATURES | 42

Table of Contents
PART I. FINANCIAL INFORMATION
AZZ INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)

|  | As of
|  | May 31, 2026 |  | February 28, 2026
Assets |  |  |  |
Current assets: |  |  |  |
Cash and cash equivalents |  | $ | 1,059 |  |  | $ | 705 |
Trade accounts receivable, net of allowance for credit losses of $128 and $144 at May 31, 2026 and February 28, 2026, respectively |  | 163,872 |  |  | 142,648 |
Other receivables |  | 20,756 |  |  | 18,990 |
Inventories |  | 121,196 |  |  | 113,413 |
Contract assets |  | 117,073 |  |  | 112,785 |
Prepaid expenses and other |  | 16,098 |  |  | 6,827 |
Total current assets |  | 440,054 |  |  | 395,368 |
Property, plant and equipment, net |  | 609,463 |  |  | 609,305 |
Right-of-use assets |  | 60,924 |  |  | 59,564 |
Goodwill |  | 714,463 |  |  | 714,753 |
Deferred tax assets |  | 1,242 |  |  | 1,383 |
Intangible assets, net |  | 403,946 |  |  | 409,738 |
Investment in AVAIL joint venture |  | 18,967 |  |  | 19,960 |
Other assets |  | 3,265 |  |  | 3,403 |
Total assets |  | $ | 2,252,324 |  |  | $ | 2,213,474 |
Liabilities and Shareholders' Equity |  |  |  |
Current liabilities: |  |  |  |
Accounts payable |  | $ | 122,054 |  |  | $ | 114,590 |
Income taxes payable |  | 3,427 |  |  | 387 |
Accrued salaries and wages |  | 19,637 |  |  | 33,847 |
Other accrued liabilities |  | 74,227 |  |  | 74,771 |
Lease liability, short-term |  | 9,502 |  |  | 8,679 |
Total current liabilities |  | 228,847 |  |  | 232,274 |
Long-term debt, net |  | 480,604 |  |  | 477,738 |
Lease liability, long-term |  | 52,711 |  |  | 51,969 |
Deferred tax liabilities |  | 77,441 |  |  | 73,924 |
Other long-term liabilities |  | 36,677 |  |  | 40,538 |
Total liabilities |  | 876,280 |  |  | 876,443 |
Commitments and contingencies (Note 18) |  |  |  |
Shareholders' equity: |  |  |  |
Common stock, $1 par value; 100,000 shares authorized; 30,017 and 29,880 shares issued and outstanding at May 31, 2026 and February 28, 2026, respectively |  | 30,017 |  |  | 29,880 |
Capital in excess of par value |  | 424,279 |  |  | 431,155 |
Retained earnings |  | 929,574 |  |  | 883,544 |
Accumulated other comprehensive loss |  | (7,826) |  |  | (7,548) |
Total shareholders' equity |  | 1,376,044 |  |  | 1,337,031 |
Total liabilities and shareholders' equity |  | $ | 2,252,324 |  |  | $ | 2,213,474 |

The accompanying notes are an integral part of the consolidated financial statements.
1

Table of Contents
AZZ INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

|  | Three Months Ended May 31, |  |
|  | 2026 |  | 2025 |  |  |  |  |  |
Sales |  | $ | 448,530 |  |  | $ | 421,962 |  |  |  |  |  |  |
Cost of sales |  | 336,361 |  |  | 317,832 |  |  |  |  |  |  |
Gross margin |  | 112,169 |  |  | 104,130 |  |  |  |  |  |  |
Selling, general and administrative |  | 35,136 |  |  | 34,581 |  |  |  |  |  |  |
Operating income |  | 77,033 |  |  | 69,549 |  |  |  |  |  |  |
Interest expense, net |  | (11,264) |  |  | (18,563) |  |  |  |  |  |  |
Equity in earnings of unconsolidated subsidiary |  | 509 |  |  | 173,523 |  |  |  |  |  |  |
Other income (expense), net |  | (260) |  |  | 1,327 |  |  |  |  |  |  |
Income before income taxes |  | 66,018 |  |  | 225,836 |  |  |  |  |  |  |
Income tax expense |  | 14,012 |  |  | 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—Basic |  | 29,932 |  |  | 29,941 |  |  |  |  |  |  |
Weighted average shares outstanding—Diluted |  | 30,159 |  |  | 30,217 |  |  |  |  |  |  |
Cash dividends declared per common share |  | $ | 0.20 |  |  | $ | 0.17 |  |  |  |  |  |  |

The accompanying notes are an integral part of the consolidated financial statements.
2

Table of Contents
AZZ INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

|  | Three Months Ended May 31, |  |
|  | 2026 |  | 2025 |  |  |  |  |  |
Net income |  | $ | 52,006 |  |  | $ | 170,908 |  |  |  |  |  |  |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments: |  |  |  |  |  |  |  |  |  |
Unrealized translation gain (loss) |  | (551) |  |  | 1,956 |  |  |  |  |  |  |
Unrealized translation gain (loss) for unconsolidated subsidiary, net of tax(1) |  | (1,142) |  |  | 241 |  |  |  |  |  |  |
Unrealized gain (loss) on derivatives qualified for hedge accounting: |  |  |  |  |  |  |  |  |  |
Unrealized gain on interest rate swap, net of tax(2) |  | 1,361 |  |  | 339 |  |  |  |  |  |  |
Amounts reclassified from accumulated other comprehensive income to earnings, net of tax(3) |  | 54 |  |  | (48) |  |  |  |  |  |  |
Unrealized gain on interest rate swap, net of tax for unconsolidated subsidiary(4) |  | — |  |  | 3 |  |  |  |  |  |  |
Other comprehensive income (loss) |  | (278) |  |  | 2,491 |  |  |  |  |  |  |
Comprehensive income |  | $ | 51,728 |  |  | $ | 173,399 |  |  |  |  |  |  |

(1) | Unrealized translation gain (loss) for unconsolidated subsidiary is related to our unconsolidated investment in the AVAIL JV and represents our 40% interest in this amount. Net of tax expense (benefit) of $(361) and $76 for the three months ended May 31, 2026 and May 31, 2025, respectively.
(2) | Net of tax expense of $439 and $113 for the three months ended May 31, 2026 and May 31, 2025, respectively.
(3) | Net of tax expense (benefit) of $17 and $(16) for the three months ended May 31, 2026 and May 31, 2025, respectively. See Note 9.
(4) | Unrealized gain on interest rate swap, net of tax for unconsolidated subsidiary is related to our unconsolidated investment in the AVAIL JV and represents our 40% interest in this amount. The interest rate swap was written off following the sale of the Electrical Products Group business during the second quarter of fiscal 2026. Net of tax expense of $1 for the three months ended May 31, 2025.

The accompanying notes are an integral part of the consolidated financial statements.
3

Table of Contents
AZZ INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|  | Three Months Ended May 31,
|  | 2026 |  | 2025
Cash flows from operating activities |  |  |  |
Net income |  | 52,006 |  |  | 170,908 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |
Bad debt expense (recovery) |  | (25) |  |  | 320 |
Depreciation and amortization |  | 23,519 |  |  | 21,827 |
Deferred income taxes |  | 3,571 |  |  | (4,056) |
Equity in earnings of unconsolidated subsidiary |  | (509) |  |  | (173,523) |
Distribution on investment in AVAIL joint venture |  | — |  |  | 273,223 |
Restructuring charges |  | — |  |  | 3,744 |
Net gain on sale of property, plant and equipment |  | (49) |  |  | (2,686) |
Amortization of debt financing costs |  | 3,834 |  |  | 3,198 |
Share-based compensation expense |  | 3,784 |  |  | 5,086 |
Changes in current assets and current liabilities |  | (46,483) |  |  | 17,768 |
Changes in other long-term assets and long-term liabilities |  | (2,499) |  |  | (1,027) |
Net cash provided by operating activities |  | 37,149 |  |  | 314,782 |
Cash flows from investing activities |  |  |  |
Purchase of property, plant and equipment |  | (18,747) |  |  | (20,896) |
Proceeds from sale or insurance settlements of property, plant and equipment |  | 49 |  |  | 3,774 |
Net cash used in investing activities |  | (18,698) |  |  | (17,122) |
Cash flows from financing activities |  |  |  |
Tax payments related to common stock issued under stock-based plans |  | (10,523) |  |  | (4,598) |
Proceeds from Revolving Credit Facility |  | 90,000 |  |  | 210,000 |
Payments on Revolving Credit Facility |  | (110,000) |  |  | (160,000) |
Proceeds from Receivables Securitization Facility |  | 20,000 |  |  | — |
Payments of debt financing costs |  | (803) |  |  | (20) |
Payments on long-term debt and finance leases |  | (872) |  |  | (335,809) |
Payments of dividends |  | (5,976) |  |  | (5,085) |
Net cash used in financing activities |  | (18,174) |  |  | (295,512) |
Effect of exchange rate changes on cash |  | 77 |  |  | (593) |
Net increase in cash and cash equivalents |  | 354 |  |  | 1,555 |
Cash and cash equivalents at beginning of period |  | 705 |  |  | 1,488 |
Cash and cash equivalents at end of period |  | $ | 1,059 |  |  | $ | 3,043 |

The accompanying notes are an integral part of the consolidated financial statements.
4

Table of Contents
AZZ INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)

|  | Three Months Ended May 31, 2026
|  | Common Stock |  | Capital in Excess of Par Value |  | Retained Earnings |  | Accumulated Other Comprehensive Income (Loss) |  | Total
|  | Shares |  | Amount |  |  |  |
Balance at February 28, 2026 |  | 29,880 |  |  | $ | 29,880 |  |  | $ | 431,155 |  |  | $ | 883,544 |  |  | $ | (7,548) |  |  | $ | 1,337,031 |
Share-based compensation |  | — |  |  | — |  |  | 3,784 |  |  | — |  |  | — |  |  | 3,784 |
Common stock issued under stock-based plans and related tax expense |  | 137 |  |  | 137 |  |  | (10,660) |  |  | — |  |  | — |  |  | (10,523) |
Cash dividends paid on common stock |  | — |  |  | — |  |  | — |  |  | (5,976) |  |  | — |  |  | (5,976) |
Net income |  | — |  |  | — |  |  | — |  |  | 52,006 |  |  | — |  |  | 52,006 |
Other comprehensive income (loss) |  | — |  |  | — |  |  | — |  |  | — |  |  | (278) |  |  | (278) |
Balance at May 31, 2026 |  | 30,017 |  |  | $ | 30,017 |  |  | $ | 424,279 |  |  | $ | 929,574 |  |  | $ | (7,826) |  |  | $ | 1,376,044 |

|  | Three Months Ended May 31, 2025
|  | Common Stock |  | Capital in Excess of Par Value |  | Retained Earnings |  | Accumulated Other Comprehensive Income (Loss) |  | Total
|  | Shares |  | Amount |  |  |  |
Balance at February 28, 2025 |  | 29,913 |  |  | $ | 29,913 |  |  | $ | 418,004 |  |  | $ | 609,158 |  |  | $ | (11,580) |  |  | $ | 1,045,495 |
Share-based compensation |  | — |  |  | — |  |  | 5,086 |  |  | — |  |  | — |  |  | 5,086 |
Common stock issued under stock-based plans and related tax expense |  | 94 |  |  | 94 |  |  | (4,691) |  |  | — |  |  | — |  |  | (4,597) |
Cash dividends paid on common stock |  | — |  |  | — |  |  | — |  |  | (5,085) |  |  | — |  |  | (5,085) |
Net income |  | — |  |  | — |  |  | — |  |  | 170,908 |  |  | — |  |  | 170,908 |
Other comprehensive income (loss) |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,491 |  |  | 2,491 |
Balance at May 31, 2025 |  | 30,007 |  |  | $ | 30,007 |  |  | $ | 418,399 |  |  | $ | 774,981 |  |  | $ | (9,089) |  |  | $ | 1,214,298 |

The accompanying notes are an integral part of the consolidated financial statements.
5

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The Company and Basis of Presentation
AZZ Inc. ("AZZ", the "Company", "our" or "we") was established in 1956 and incorporated under the laws of the state of Texas. We are a provider of hot-dip galvanizing and coil coating solutions to a broad range of end markets in North America. We have three distinct operating segments: the AZZ Metal Coatings segment, the AZZ Precoat Metals segment, and the AZZ Infrastructure Solutions segment. Our AZZ Metal Coatings segment is a leading provider of metal coating solutions for corrosion protection, including hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating to the North American steel fabrication industry and other industries. The AZZ Precoat Metals segment provides aesthetic and corrosion protective coatings and related value-added services for steel and aluminum coil, primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation and other end markets in North America. The AZZ Infrastructure Solutions segment ("AIS") represents our 40% non-controlling interest in the AIS Investment Holdings LLC (the "AVAIL JV"). AIS Investment Holdings LLC is primarily dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in markets worldwide. See Note 8 for additional information about the AVAIL JV. See Note 7 for information about the Company's operations by segment.
Presentation
The accompanying condensed consolidated balance sheet as of February 28, 2026, was derived from audited financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended February 28, 2026, included in our Annual Report on Form 10-K covering such period which was filed with the Securities and Exchange Commission ("SEC") on April 22, 2026. Certain previously reported amounts have been reclassified to conform to current period presentation.
Our fiscal year ends on the last day of February and is identified as the fiscal year for the calendar year in which it ends. For example, the fiscal year ending February 28, 2027, is referred to as fiscal 2027.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, which are necessary to present fairly the financial position of the Company as of May 31, 2026, and the results of its operations and cash flows for the three months ended May 31, 2026 and 2025. The interim results reported herein are not necessarily indicative of results for a full year.
Accounts receivable, net of allowance for credit losses
The balance of trade accounts receivable, net of allowance for credit losses was $163.9 million, $142.6 million, and $135.1 million as of May 31, 2026, February 28, 2026, and February 28, 2025, respectively.
Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). ASU 2025-05 provides a practical expedient that permits entities, when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers, to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company adopted ASU 2025-05 effective March 1, 2026, and the adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"), which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The amendment does not intend to change the
6

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
fundamental nature of interim reporting or expand or reduce current interim disclosure requirements, but rather to provide clarity and improve the navigability of the existing interim reporting guidance. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively for all prior periods presented. We expect to adopt ASU 2025-11 for the interim period ending May 31, 2028, and we are currently evaluating the impact of ASU 2025-11 on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities ("ASU 2025-10"), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. ASU 2025-10 provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. ASU 2025-10 also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. We expect to adopt ASU 2025-10 for the interim period ending May 31, 2029, and we are currently evaluating the impact of ASU 2025-10.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06") which updates the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software (referred to as "internal-use software"). ASU 2025-06 will be effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual periods. We expect to adopt ASU 2025-06 for the interim period ending May 31, 2028, and we are currently evaluating the impact of ASU 2025-06 on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which expands disclosures about a public entity's expenses, including inventory, employee compensation, depreciation, intangible asset amortization, selling expenses and other expense categories. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date ("ASU 2025-01"), which clarifies the effective date of ASU 2024-03 for companies with a non-calendar year end. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We do not expect the adoption of ASU 2024-03 or ASU 2025-01 to affect our financial position or our results of operations, but ASU 2024-03 will result in additional disclosures for our annual reporting period ending February 29, 2028, and interim reporting periods beginning in fiscal 2029.
2. Acquisitions
Canton Galvanizing
On July 1, 2025, we completed the acquisition of all the assets of Canton Galvanizing, LLC ("Canton Galvanizing"), a privately held hot-dip galvanizing company based in Canton, Ohio, for approximately $30.1 million. The acquisition expanded our geographical coverage in metal coatings capacity and further strengthens our network of facilities in the Midwest region of the United States. The business is included in the AZZ Metal Coatings segment. The goodwill arising from this acquisition was allocated to the AZZ Metal Coatings segment and is expected to be deductible for income tax purposes.
The allocation of purchase price to the identifiable assets acquired and liabilities assumed for this acquisition has been finalized. Intangible assets subject to amortization from the acquisition consist of customer relationships. The total weighted-average amortization period for these assets is 15 years, and the assets have no residual value.
7

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the fair values of the allocation of assets acquired and liabilities assumed, in aggregate, related to the Canton Galvanizing acquisition, as of the date of the acquisition (in thousands):

| July 1, 2025
Assets |
Accounts receivable | $ | 1,409 |
Inventories | 1,049 |
Property, plant and equipment | 4,759 |
Goodwill | 9,585 |
Intangibles and other assets | 13,810 |
Total fair value of assets acquired | $ | 30,612 |
Liabilities |
Accounts payable | (237) |
Other accrued liabilities | (231) |
Total fair value of liabilities assumed | $ | (468) |
Total purchase price, net of cash acquired | $ | 30,144 |

8

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. Inventories
The following table summarizes the components of inventory (in thousands):

| As of
| May 31, 2026 |  | February 28, 2026
Raw material | $ | 118,904 |  |  | $ | 111,483 |
Work in process | 840 |  |  | 733 |
Finished goods | 1,452 |  |  | 1,197 |
Total inventories | $ | 121,196 |  |  | $ | 113,413 |

Our inventory reserves were $3.1 million and $3.4 million as of May 31, 2026 and February 28, 2026, respectively. Inventory cost is determined principally using the first-in-first-out (FIFO) method for the AZZ Metal Coatings segment and the specific identification method for the AZZ Precoat Metals segment.
4. Earnings Per Share
Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

|  | Three Months Ended May 31, |  |
|  | 2026 |  | 2025 |  |  |  |  |  |
Numerator: |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 52,006 |  |  | $ | 170,908 |  |  |  |  |  |  |
Denominator: |  |  |  |  |  |  |  |  |  |
Weighted average shares outstanding for basic earnings per share |  | 29,932 |  |  | 29,941 |  |  |  |  |  |  |
Effect of dilutive securities: |  |  |  |  |  |  |  |  |  |
Employee stock awards |  | 227 |  |  | 276 |  |  |  |  |  |  |
Denominator for diluted earnings per share |  | 30,159 |  |  | 30,217 |  |  |  |  |  |  |
Basic earnings per common share |  | $ | 1.74 |  |  | $ | 5.71 |  |  |  |  |  |  |
Diluted earnings per common share |  | $ | 1.72 |  |  | $ | 5.66 |  |  |  |  |  |  |

For the three months ended May 31, 2026 and 2025, 55.6 thousand and 50.9 thousand shares, respectively, were excluded from the computation of diluted earnings per share as their effect would have been anti-dilutive. These shares could be dilutive in future periods.
9

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Disaggregated Sales
The following table presents disaggregated sales by customer industry (in thousands):

|  | Three Months Ended May 31, |  |
|  | 2026 |  | 2025 |  |  |  |
Sales: |  |  |  |  |  |  |  |
Construction |  | $ | 258,002 |  |  | $ | 248,417 |  |  |  |  |
Industrial |  | 40,590 |  |  | 37,670 |  |  |  |  |
Infrastructure |  | 55,970 |  |  | 56,443 |  |  |  |  |
Transportation |  | 27,392 |  |  | 27,738 |  |  |  |  |
HVAC & Appliances |  | 22,772 |  |  | 23,341 |  |  |  |  |
Container |  | 20,776 |  |  | 7,046 |  |  |  |  |
Other(1) |  | 23,028 |  |  | 21,307 |  |  |  |  |
Total sales |  | $ | 448,530 |  |  | $ | 421,962 |  |  |  |  |

(1) | Other includes less significant markets, such as recreation, sales from recycling and other miscellaneous customer industries.

During the three months ended May 31, 2026, the Company revised its disaggregated sales categories to better reflect its current business operations. For the three months ended May 31, 2025, customer industry categories have been reclassified to conform to the current period presentation. This reclassification had no impact on total sales. See Note 7 for sales information by operating segment.
Contract Assets and Liabilities
The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets (unbilled receivables), and contract liabilities (customer advances and deposits) on the consolidated balance sheets. Our contract assets and contract liabilities are primarily related to the AZZ Precoat Metals segment. Customer billing can occur subsequent to revenue recognition, resulting in contract assets. In addition, we can receive advances from our customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.
The increases in contract assets and contract liabilities during the three months ended May 31, 2026, were primarily due to normal timing differences between AZZ's performance and customer payments. Contract liabilities of $0.7 million, $0.6 million, and $0.5 million as of May 31, 2026, February 28, 2026, and February 28, 2025, respectively, are included in "Other accrued liabilities" in the consolidated balance sheets. The balance of contract assets was $117.1 million, $112.8 million, and $106.5 million as of May 31, 2026, February 28, 2026, and February 28, 2025, respectively.
Remaining Unsatisfied Performance Obligations
Remaining unsatisfied performance obligations ("RUPO") represent the total dollar value of work to be performed on contracts awarded and in progress. The amount of RUPO increases with new contracts or additions to existing contracts and decreases as revenue is recognized on existing contracts. Contracts are included in the amount of RUPO when an enforceable agreement has been reached. We have elected the practical expedient to exclude remaining performance obligations with a duration of one year or less. The Company has a long-term customer contract related to the aluminum coil coating facility in Washington, Missouri that includes RUPO through fiscal year 2031. The amounts associated with remaining performance obligations are subject to variability based on customer ordering patterns, production capacity, and contractual provisions. As of May 31, 2026, the amount of RUPO that we expect to recognize as revenue is not significant for any year through fiscal year 2031.
10

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. Supplemental Cash Flow Information
To arrive at net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands):

| Three Months Ended May 31,
| 2026 |  | 2025
Decrease (increase) in current assets: |  |  |
Accounts receivable, net | $ | (21,252) |  |  | $ | (18,480) |
Other receivables | (1,781) |  |  | (1,908) |
Inventories | (7,841) |  |  | 1,757 |
Contract assets | (4,291) |  |  | (2,572) |
Prepaid expenses and other | (9,273) |  |  | (9,640) |
Increase (decrease) in current liabilities: |  |  |
Accounts payable | 9,587 |  |  | 3,893 |
Income taxes payable | 3,040 |  |  | 54,006 |
Accrued expenses | (14,672) |  |  | (9,288) |
Changes in current assets and current liabilities | $ | (46,483) |  |  | $ | 17,768 |

Cash flows related to interest were as follows (in thousands):

| Three Months Ended May 31,
| 2026 |  | 2025
Cash paid for interest | $ | 7,365 |  |  | $ | 15,654 |
Cash paid for income taxes | 302 |  |  | 551 |

Supplemental disclosures of non-cash investing and financing activities were as follows (in thousands):

| Three Months Ended May 31,
| 2026 |  | 2025
Accruals for capital expenditures | $ | 1,606 |  |  | $ | 4,429 |

7. Operating Segments
Segment Information
Our Chief Executive Officer, who is the chief operating decision maker ("CODM"), reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. Sales and operating income are the primary measures used by the CODM to evaluate segment operating performance and to allocate resources to the AZZ Metal Coatings and the AZZ Precoat Metals segments. The CODM uses net income before taxes as the primary measure to evaluate performance and allocate resources to the AZZ Infrastructure Solutions segment. The CODM assesses these metrics and compares actuals to budgeted and forecasted values to evaluate segment operating performance and allocate resources to the operating segments. Expenses related to certain centralized administration or executive functions that are not specifically related to an operating segment are included in Corporate.
A summary of each of our operating segments is as follows:
AZZ Metal Coatings — provides hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating, and other metal coating applications to the steel fabrication industry and other industries through facilities located throughout North America. Hot-dip galvanizing is a metallurgical manufacturing process in which molten zinc reacts with steel, which provides corrosion protection and extends the lifecycle of fabricated steel for several decades.
11

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AZZ Precoat Metals — provides coil coating application of protective and decorative coatings and related value-added downstream processing for steel and aluminum coils. Primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation; and other end markets, the coil coating process emphasizes sustainability and enhanced product lifecycles. It involves cleaning, treating, painting, and curing metal coils as a flat material before they are cut, formed, and fabricated into finished products. This highly efficient method optimizes waste through tight film control and improves final product performance by painting and curing the substrates under conditions unmatched by other application processes.
AZZ Infrastructure Solutions — represents our 40% non-controlling interest in the AVAIL JV, as well as other expenses directly related to AIS receivables and liabilities that were retained following the divestiture of the AIS business.
For the three months ended May 31, 2026, following the divestiture of certain business operations, the AVAIL JV provided industrial and hazardous-duty lighting products, specialized welding, maintenance, and asset integrity solutions serving the power generation, oil and gas, and industrial markets. For the three months ended May 31, 2025, the AVAIL JV was a global provider of application-critical equipment, highly engineered technologies, and specialized services to the power generation, transmission, distribution, oil and gas, and industrial markets.
The following tables contain operating segment data for the three months ended May 31, 2026 and 2025 was as follows (in thousands):

| Three Months Ended May 31, 2026
| Metal Coatings |  | Precoat Metals |  | Infrastructure Solutions(1) |  | Total
Sales | $ | 210,305 |  |  | $ | 238,225 |  |  | $ | — |  |  | $ | 448,530 |
Cost of sales | 147,452 |  |  | 188,909 |  |  | — |  |  | 336,361 |
Selling, general and administrative | 6,302 |  |  | 7,781 |  |  | — |  |  | 14,083 |
Operating income | $ | 56,551 |  |  | $ | 41,535 |  |  | — |  |  | 98,086 |
Equity in earnings of unconsolidated subsidiary |  |  |  |  | 509 |  |  | 509 |
Income before income taxes |  |  |  |  | $ | 509 |  |  | 98,595 |
Reconciliation to consolidated income before income taxes |  |  |  |  |  |
Corporate selling, general and administrative expenses |  |  |  |  |  |  | (21,053) |
Interest expense |  |  |  |  |  |  | (11,264) |
Other expense |  |  |  |  |  |  | (260) |
Consolidated income before income taxes |  |  |  |  |  |  | $ | 66,018 |

See notes below tables.
12

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

| Three Months Ended May 31, 2025
| Metal Coatings |  | Precoat Metals |  | Infrastructure Solutions(1) |  | Total
Sales | $ | 187,215 |  |  | $ | 234,747 |  |  | $ | — |  |  | $ | 421,962 |
Cost of sales(2) | 130,356 |  |  | 187,476 |  |  | — |  |  | 317,832 |
Selling, general and administrative(3) | 6,127 |  |  | 7,917 |  |  | 80 |  |  | 14,124 |
Operating income (loss) | $ | 50,732 |  |  | $ | 39,354 |  |  | (80) |  |  | 90,006 |
Equity in earnings of unconsolidated subsidiary(4) |  |  |  |  | 173,523 |  |  | 173,523 |
Income before income taxes |  |  |  |  | $ | 173,443 |  |  | 263,529 |
Reconciliation to consolidated income before income taxes |  |  |  |  |  |
Corporate selling, general and administrative expenses |  |  |  |  |  |  | (20,457) |
Interest expense |  |  |  |  |  |  | (18,563) |
Other income |  |  |  |  |  |  | 1,327 |
Consolidated income before income taxes |  |  |  |  |  |  | $ | 225,836 |

See notes below tables.

(1) | For the AZZ Infrastructure Solutions segment, the CODM uses only net income before taxes as the measure to allocate resources and assess segment performance. Infrastructure Solutions segment includes the equity in earnings from our investment in the AVAIL JV, as well as other expenses related to receivables and liabilities that were retained following the sale of the AIS business.
(2) | For the three months ended May 31, 2025, the AZZ Metal Coatings segment includes restructuring charges of $3.8 million. See Note 17.
(3) | Includes stock-based compensation expense recognized during the three months ended May 31, 2025 upon the adoption of the Executive Retiree LTI Program of $2.2 million, of which $0.4 million and $1.8 million are included in the AZZ Metal Coatings segment and the Corporate segment, respectively. See Note 15.
(4) | During the first quarter of fiscal 2026, AVAIL completed the sale of the Electrical Products Group ("EPG") 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, which is in excess of the investment in the AVAIL JV, which was $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 Note 8.

Asset balances by operating segment were as follows (in thousands):

| As of
Segment Assets(1) | May 31, 2026 |  | February 28, 2026
Metal Coatings(2) | $ | 622,749 |  |  | $ | 604,107 |
Precoat Metals(3) | 1,589,600 |  |  | 1,562,994 |
Infrastructure Solutions - Investment in Joint Venture | 18,967 |  |  | 19,960 |
Total reportable segment assets | 2,231,316 |  |  | 2,187,061 |
Corporate | 21,008 |  |  | 26,413 |
Consolidated assets | $ | 2,252,324 |  |  | $ | 2,213,474 |

(1) | Segment assets include identifiable intangible assets associated with each reportable segment. The related amortization expense for intangible assets is not allocated to the segments.
(2) | Identifiable intangible assets related to AZZ Metal Coatings of $33.8 million and $35.0 million, net of accumulated amortization, as of May 31, 2026 and February 28, 2026, respectively, are included in segment assets. The associated amortization expense is not allocated to the segment.
(3) | Identifiable intangible assets related to AZZ Precoat Metals of $370.1 million and $374.8 million, net of accumulated amortization, as of May 31, 2026 and February 28, 2026, respectively, are included in segment assets. The associated amortization expense is not allocated to the segment.

13

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Depreciation and amortization expense by segment for the three months ended May 31, 2026 and 2025 was as follows (in thousands):

| Three Months Ended May 31, |  |
Depreciation and amortization | 2026 |  | 2025 |  |  |  |
Metal Coatings | $ | 7,266 |  |  | $ | 6,660 |  |  |  |  |
Precoat Metals | 10,222 |  |  | 9,123 |  |  |  |  |
Total reportable segment depreciation and amortization | 17,488 |  |  | 15,783 |  |  |  |  |
Corporate | 6,031 |  |  | 6,044 |  |  |  |  |
Consolidated depreciation and amortization | $ | 23,519 |  |  | $ | 21,827 |  |  |  |  |

Financial Information About Geographical Areas
Financial information about geographical areas for the periods presented was as follows (in thousands). The geographic area is based on the location of the operating facility and no customer accounted for 10% or more of consolidated sales.

| Three Months Ended May 31, |  |
Sales | 2026 |  | 2025 |  |  |  |
United States | $ | 435,990 |  |  | $ | 410,995 |  |  |  |  |
Canada | 12,540 |  |  | 10,967 |  |  |  |  |
Total sales | $ | 448,530 |  |  | $ | 421,962 |  |  |  |  |

| As of
Long-lived assets | May 31, 2026 |  | February 28, 2026
United States | $ | 648,747 |  |  | $ | 647,182 |
Canada | 21,640 |  |  | 21,687 |
Total | $ | 670,387 |  |  | $ | 668,869 |

8. Investments in Unconsolidated Entity
AVAIL JV
We account for our 40% interest in the AVAIL JV under the equity method of accounting and include our equity in earnings as part of the AZZ Infrastructure Solutions segment. We record our equity in earnings in the AVAIL JV on a one-month lag.
As of May 31, 2026, our investment in the AVAIL JV was $19.0 million. For the three months ended May 31, 2026, we recorded $0.5 million of equity in earnings.
14

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following tables summarize balance sheet and income statement information for the AVAIL JV (in thousands):

Summarized Balance Sheet |  |  |
| As of
| May 31, 2026(1) |  | February 28, 2026(1)
Current assets | $ | 166,713 |  |  | $ | 225,298 |
Long-term assets | 17,218 |  |  | 19,330 |
Total assets | $ | 183,931 |  |  | $ | 244,628 |
Current liabilities | $ | 45,504 |  |  | $ | 59,724 |
Long-term liabilities | 11,623 |  |  | 12,732 |
Total liabilities | 57,127 |  |  | 72,456 |
Total partners' capital | 126,804 |  |  | 172,172 |
Total liabilities and partners' capital | $ | 183,931 |  |  | $ | 244,628 |

Summarized Operating Data |  |  |  |  |  |  |
| Three Months Ended May 31, |  |
| 2026(1) |  | 2025(1) |  |  |  |
Sales | $ | 7,472 |  |  | $ | 168,240 |  |  |  |  |
Gross profit | $ | 2,639 |  |  | $ | 45,125 |  |  |  |  |
Income (loss) before income taxes | $ | 1,625 |  |  | $ | 17,474 |  |  |  |  |
Net income (loss) | $ | 1,457 |  |  | $ | 17,624 |  |  |  |  |

(1) | We report our equity in earnings on a one-month lag basis; therefore, amounts in the summarized financials above are as of and for the three months ended April 30, 2026 and 2025 and as of January 31, 2026. Amounts in the table above exclude certain adjustments made by us to record equity in earnings of the AVAIL JV under U.S GAAP for public companies, primarily to reverse the amortization of goodwill. The three months ended May 31, 2026 reflects operations from AVAIL's Industrial Lighting business and WSI Brazil business.

15

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cash Distributions from the AVAIL JV
We classify cash flows from distributions using the cumulative earnings method. Cash received is classified as return on investment in operating cash flows to the extent that cumulative earnings exceed cumulative distributions, less distributions received in prior periods that were deemed returns of investment. We did not receive cash distributions from the AVAIL JV during the three months ended May 31, 2026. During the three months ended May 31, 2025, we received cash distributions from the AVAIL JV of $273.2 million, following AVAIL’s sale of its Electrical Products Group ("EPG") to nVent Electric plc.
9. Derivative Instruments
Interest Rate Swap Derivative
As a policy, we do not hold, issue or trade derivative instruments for speculative purposes. We periodically enter into forward sale contracts to purchase a specified volume of zinc and natural gas at fixed prices. These contracts are not accounted for as derivatives because they meet the criteria for the normal purchases and normal sales scope exception in ASC 815, Derivatives and Hedging.
We manage our exposure to fluctuations in interest rates on our floating-rate debt by entering into interest rate swap agreements to convert a portion of our variable-rate debt to a fixed rate. On June 30, 2025, we entered into a fixed-rate interest rate swap agreement (the "2025 Swap"). The 2025 Swap converts the SOFR-based component of the interest rate to 3.759%. As of May 31, 2026, the 2025 Swap resulted in a total fixed rate of 5.509%. The 2025 Swap has a notional amount of $290.0 million and a maturity date of June 30, 2027. The objective of the 2025 Swap is to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. We designated the 2025 Swap as a cash flow hedge at inception. Cash settlements, in the form of cash payments or cash receipts, of the 2025 Swap are recognized in interest expense.
At May 31, 2026, changes in fair value attributable to the effective portion of the 2025 Swap were included on the consolidated balance sheets in "Accumulated other comprehensive loss." For derivative instruments that qualify for hedge accounting treatment, the fair value is recognized on our consolidated balance sheets as derivative assets or liabilities with offsetting changes in fair value recognized in accumulated other comprehensive income (loss) until reclassified into earnings when the interest expense on the underlying debt is reflected in earnings. During the three months ended May 31, 2026, we reclassified $0.1 million before income tax, or $0.05 million net of tax, from other comprehensive income to earnings for the 2025 Swap.
10. Debt
Our long-term debt instruments and balances outstanding as of May 31, 2026 and February 28, 2026 were as follows (in thousands):

| As of
| May 31, 2026 |  | February 28, 2026
Revolving Credit Facility | $ | 30,000 |  |  | $ | 50,000 |
Term Loan B | 335,000 |  |  | 335,000 |
Receivables Securitization Facility | 150,000 |  |  | 130,000 |
Total debt, gross | 515,000 |  |  | 515,000 |
Unamortized debt issuance costs | (34,396) |  |  | (37,262) |
Long-term debt, net | $ | 480,604 |  |  | $ | 477,738 |

16

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2022 Credit Agreement and Term Loan B
We have a credit agreement with a syndicate of financial institutions as lenders, entered into on May 13, 2022 and amended from time to time (collectively referred to herein as the "2022 Credit Agreement").
The 2022 Credit Agreement includes the following significant terms:
i.provides for a senior secured initial term loan in the aggregate principal amount of $1.3 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company; as of May 31, 2026, the outstanding balance of the Term Loan B was $335.0 million;
ii.provides for a maximum senior secured Revolving Credit Facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), due May 13, 2027;
iii.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility;
iv.borrowings under the Term Loan B bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 1.75% and the Revolving Credit Facility bears a leverage-based rate with various tiers between 1.25% and 2.25%; as of May 31, 2026, the interest rate was SOFR plus 1.25%;
v.includes customary affirmative and negative covenants, and events of default; including restrictions on the incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions; and,
vi.includes a maximum quarterly leverage ratio financial covenant, with reporting requirements to our banking group at each quarter-end.
On May 7, 2026, we amended our 2022 Credit Agreement to change the following terms of the Revolving Credit Facility:
i.extended the maturity date of our Revolving Credit Facility from May 31, 2026 to May 7, 2029;
ii.added JP Morgan Chase Bank, N.A. and PNC Capital Markets LLC as additional lenders, and removed Citibank N.A. and Barclays Bank PLC as lenders;
iii.reduced the interest rate tiers from a range of SOFR plus 1.75% to 2.75% to a range of SOFR plus 1.25% to 2.25%; and
iv.reduced the leverage-based commitment fee tiers from a range of 0.20% to 0.30% to a range of 0.15% to 0.25%.
In connection with the amendment, approximately 37.5% of the aggregate principal amount was reallocated to the new lenders. We evaluated the amendment under the guidance in ASC 470-50, Debt—Modifications and Extinguishments and concluded that the amendment represented a modification at the instrument level, as the quantitative 10% cash flow test was not met. However, the lender reallocation resulted in a partial extinguishment at the lender level. As a result, for the three months ended May 31, 2026, we recognized a write-off of approximately $0.6 million of unamortized debt financing costs, which is included in "Interest expense, net" on our consolidated statement of operations and in "Amortization of debt financing costs" on our consolidated statement of cash flows.
We primarily utilize proceeds from the Revolving Credit Facility to finance timing fluctuations of working capital needs, capital improvements, quarterly cash dividends, acquisitions and other general corporate purposes.
As defined in the 2022 Credit Agreement, quarterly prepayments were due against the outstanding principal of the Term Loan B and were payable on the last business day of each May, August, November and February, beginning August 31, 2022, in a quarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. Additional prepayments made against the Term Loan B contributed to these required quarterly payments. Due to prepayments made against the Term Loan B since August 31, 2022, the quarterly mandatory principal payment requirement has been met, and the quarterly payments of $3.25 million are no longer required.
17

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Receivables Securitization Facility
On July 10, 2025, we entered into a credit agreement secured by our trade accounts receivable and contract assets (the "Receivables Securitization Facility.") Under this arrangement, we transferred our trade receivables to a special purpose entity ("SPE"), which in turn pledged those receivables as collateral for borrowings under the facility. The transaction does not qualify as a sale under ASC 860, Transfers and Servicing; as a result, the arrangement is accounted for as a secured borrowing.
Accordingly, the receivables transferred to the SPE will remain on our consolidated balance sheet within trade accounts receivable and contract assets, and the Receivables Securitization Facility is included in "Long-term debt, net." The Receivables Securitization Facility has a limit of $150.0 million and is due July 10, 2028. As of May 31, 2026, the total amount of receivables pledged under the facility was $268.1 million, consisting of $153.8 million in trade accounts receivable and $114.3 million in contract assets, with outstanding borrowings of $150.0 million. The interest rate on the Receivables Securitization Facility is one-month SOFR plus 0.95%.
We remain exposed to the credit risk associated with the underlying receivables and are responsible for their collection. The Receivables Securitization Facility includes provisions that allow the SPE to take control of the assets only in the event of bankruptcy or violation of servicing the secured accounts receivable. We will monitor these provisions to ensure ongoing compliance and availability under the facility.
The proceeds from the Receivables Securitization Facility were used to pay down the Term Loan B.
Debt Compliance, Outstanding Borrowings and Letters of Credit
Our 2022 Credit Agreement requires us to maintain a maximum Total Net Leverage Ratio (as defined in the loan agreement) no greater than 4.5. We are also required to maintain certain covenants under the Receivables Securitization Facility. As of May 31, 2026, we were in compliance with all covenants and other requirements set forth in the 2022 Credit Agreement and the Receivables Securitization Facility.
As of May 31, 2026, we had $515.0 million of debt outstanding, with varying maturities through fiscal 2030. We had approximately $359.4 million of additional credit available as of May 31, 2026.
As of May 31, 2026, w e had outstanding letters of credit in the amount of $10.6 million. These standby letters of credit are primarily issued to support insurance deductibles and other collateral requirements.
Other Disclosures
The weighted-average interest rate for our outstanding debt, including the Revolving Credit Facility, the Term Loan B, and the Receivables Securitization Facility was 5.24% and 5.94% as of May 31, 2026 and February 28, 2026, respectively. We are also obligated to pay a leverage-based commitment fee with various tiers between 0.15% and 0.25% per year for unused amounts under the Revolving Credit Facility. As of May 31, 2026, the commitment fee rate was 0.175%.
Interest expense is comprised as follows (in thousands):

| Three Months Ended May 31, |  |
| 2026 |  | 2025 |  |  |  |
Gross interest expense | $ | 11,483 |  |  | $ | 19,243 |  |  |  |  |
Less: Capitalized interest | (219) |  |  | (680) |  |  |  |  |
Interest expense, net | $ | 11,264 |  |  | $ | 18,563 |  |  |  |  |

Capitalized interest for the three months ended May 31, 2026 and 2025 relates to interest cost on the construction of the greenfield aluminum coil coating facility in Washington, Missouri. The decrease for the three months ended May 31, 2026 compared to the prior year is due to the higher average construction work in process in the prior year, as the new facility was placed in service during fiscal 2026.
18

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. Fair Value Measurements
Recurring Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. In accordance with ASC 820, Fair Value Measurement ("ASC 820"), certain of our assets and liabilities, which are carried at fair value, are classified in one of the following three categories:
•Level 1: Quoted market prices in active markets for identical assets or liabilities;
•Level 2: Observable market-based inputs, other than Level 1, or unobservable inputs corroborated by market data; or,
•Level 3: Unobservable inputs that are not corroborated by market data and reflect the Company’s own assumptions.
The carrying amount of our financial instruments (cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities) approximates the fair value of these instruments based upon either their short-term nature or their variable market rate of interest. We have not made an option to elect fair value accounting for any of our financial instruments.
Interest Rate Swap Agreement
Our derivative instrument consists of the 2025 Swap, which is considered Level 2 of the fair value hierarchy. The 2025 Swap is included in "Other assets" and "Other long-term liabilities" as of May 31, 2026 and February 28, 2026, respectively, in the consolidated balance sheets. The valuation of the 2025 Swap is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including swap rates, spread, and/or index levels and interest rate curves. See Note 9 for more information about the 2025 Swap.
Our financial instruments that are measured at fair value on a recurring basis as of May 31, 2026 and February 28, 2026 are as follows (in thousands):

| Carrying Value as of May 31, 2026 |  | Fair Value Measurements Using |  | Carrying Value as of February 28, 2026 |  | Fair Value Measurements Using
|  | Level 1 |  | Level 2 |  | Level 3 |  |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest Rate Swap Agreement(1) | $ | 25 |  |  | $ | — |  |  | $ | 25 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Total Assets | $ | 25 |  |  |  |  |  |  |  |  | $ | — |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest Rate Swap Agreement(1) | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1,847 |  |  | $ | — |  |  | $ | 1,847 |  |  | $ | — |
Total Liabilities | $ | — |  |  |  |  |  |  |  |  | $ | 1,847 |  |  |  |  |  |  |

(1) | The interest rate swap agreement included in the table above represents the 2025 Swap at May 31, 2026 and February 28, 2026.

Non-recurring Fair Value Measurements
Investment in Joint Venture
The fair value of our investment in the unconsolidated AVAIL JV was determined using the income approach at the date on which we entered into the joint venture. The income approach uses discounted cash flow models that require various observable and non-observable inputs, such as operating margins, revenues, product costs, operating expenses, capital expenditures, terminal-year values and risk-adjusted discount rates. These valuations resulted in Level 3 non-recurring fair value measurements.
We assess our investment in the unconsolidated AVAIL JV for recoverability when events and circumstances are present that suggest there has been a decline in value, and if it is determined that a loss in value of the investment is other-than-temporary, the investment is written down to its fair value.
19

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Long-Term Debt
The fair values of our long-term debt instruments are estimated based on market values for debt issued with similar characteristics or rates currently available for debt with similar terms. These valuations are Level 2 non-recurring fair value measurements.
The principal amount of our outstanding debt under the 2022 Credit Agreement was $365.0 million and $385.0 million at May 31, 2026 and February 28, 2026, respectively. The estimated fair value of our outstanding debt was $365.8 million and $385.5 million at May 31, 2026 and February 28, 2026, excluding unamortized debt issuance costs. The estimated fair values of our outstanding debt were determined based on the present value of future cash flows using model-derived valuations that use observable inputs such as interest rates and credit spreads. The carrying amount of the Receivables Securitization Facility approximates the fair value.
12. Leases
We are a lessee under various leases for facilities and equipment. As of May 31, 2026, we were the lessee for 161 operating leases and 158 finance leases with terms of 12 months or more. These leases are reflected in "Right-of-use assets," "Lease liability—short-term" and "Lease liability—long-term" in our consolidated balance sheets.
Our leases are primarily for (i) operating facilities, (ii) vehicles and equipment used in operations, (iii) facilities used for back-office functions, (iv) equipment used for back-office functions, and (v) temporary storage. The majority of our vehicle and equipment leases have both a fixed and variable component.
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and we recognize lease expense for these leases on a straight-line basis over the lease term. We have a significant number of short-term leases, including month-to-month agreements. Our short-term lease agreements include expenses incurred hourly, daily, monthly and for other durations of time of one year or less. Our future lease commitments as of May 31, 2026, do not reflect all of our short-term lease commitments.
The following table outlines the classification of right-of-use ("ROU") assets and lease liabilities in the consolidated balance sheets as of May 31, 2026 and February 28, 2026 (in thousands):

|  |  | As of
|  |  | May 31, 2026 |  | February 28, 2026
Assets | Balance Sheet Classification |  |  |  |
Operating right-of-use assets | Right-of-use assets |  | $ | 46,190 |  |  | $ | 46,261 |
Finance right-of-use assets | Right-of-use assets |  | $ | 14,734 |  |  | $ | 13,303 |
Liabilities |  |  |  |  |
Operating lease liabilities―short-term | Lease liability—short-term |  | $ | 5,771 |  |  | $ | 5,413 |
Operating lease liabilities―long-term | Lease liability—long-term |  | $ | 41,185 |  |  | $ | 41,489 |
Finance lease liabilities―short-term | Lease liability—short-term |  | $ | 3,731 |  |  | $ | 3,266 |
Finance lease liabilities―long-term | Lease liability—long-term |  | $ | 11,526 |  |  | $ | 10,480 |

Supplemental information related to our leases was as follows (in thousands, except years and percentages):

| Three Months Ended May 31, |  |
| 2026 |  | 2025 |  |  |  |
Operating cash flows from operating leases included in lease liabilities | $ | 2,006 |  |  | $ | 1,881 |  |  |  |  |
Lease liabilities obtained from new ROU assets—operating leases | $ | 1,376 |  |  | $ | 16 |  |  |  |  |
Decrease in ROU assets related to lease terminations | $ | — |  |  | $ | (467) |  |  |  |  |
Operating cash flows from finance leases included in lease liabilities | $ | 239 |  |  | $ | 142 |  |  |  |  |
Financing cash flows from finance leases included in lease liabilities | $ | 872 |  |  | $ | 434 |  |  |  |  |
Lease liabilities obtained from new ROU assets—finance leases | $ | 2,392 |  |  | $ | 4,127 |  |  |  |  |

20

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

| As of
| May 31, 2026 |  | February 28, 2026
Weighted-average remaining lease term—operating leases | 14.46 years |  | 14.71 years
Weighted-average discount rate—operating leases | 6.11 | % |  | 6.10 | %
Weighted-average remaining lease term—finance leases | 3.93 years |  | 4.01 years
Weighted-average discount rate—finance leases | 6.47 | % |  | 6.59 | %

The following table outlines our lease expense in the consolidated statements of operations as of May 31, 2026 and May 31, 2025 (in thousands):

| Three Months Ended May 31, |  |
| 2026 |  | 2025 |  |  |  |
Operating lease expense: |  |  |  |  |  |  |
Cost of sales | $ | 1,886 |  |  | $ | 1,829 |  |  |  |  |
Selling, general and administrative | 500 |  |  | 508 |  |  |  |  |
Total operating lease expense | 2,386 |  |  | 2,337 |  |  |  |  |
Financing lease expense: |  |  |  |  |  |  |
Cost of sales | 952 |  |  | 487 |  |  |  |  |
Interest expense | 239 |  |  | 142 |  |  |  |  |
Total financing lease expense | 1,191 |  |  | 629 |  |  |  |  |
Variable lease expense: |  |  |  |  |  |  |
Cost of sales | 258 |  |  | 249 |  |  |  |  |
Total variable lease expense | 258 |  |  | 249 |  |  |  |  |
Short-term lease expense: |  |  |  |  |  |  |
Cost of sales | 1,906 |  |  | 1,802 |  |  |  |  |
Selling, general and administrative | 35 |  |  | 5 |  |  |  |  |
Total short-term lease expense | 1,941 |  |  | 1,807 |  |  |  |  |
Total lease expense | $ | 5,776 |  |  | $ | 5,022 |  |  |  |  |

As of May 31, 2026, maturities of our lease liabilities were as follows (in thousands):

Fiscal year: | Operating Leases |  | Finance Leases |  | Total
2027 | $ | 6,408 |  |  | $ | 3,450 |  |  | $ | 9,858 |
2028 | 7,584 |  |  | 4,508 |  |  | 12,092 |
2029 | 6,784 |  |  | 4,275 |  |  | 11,059 |
2030 | 4,724 |  |  | 3,574 |  |  | 8,298 |
2031 | 3,820 |  |  | 1,312 |  |  | 5,132 |
2032 | 3,095 |  |  | 58 |  |  | 3,153 |
Thereafter | 41,623 |  |  | 37 |  |  | 41,660 |
Total lease payments | 74,038 |  |  | 17,214 |  |  | 91,252 |
Less imputed interest | (27,082) |  |  | (1,957) |  |  | (29,039) |
Total | $ | 46,956 |  |  | $ | 15,257 |  |  | $ | 62,213 |

21

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We sublease multiple buildings in Columbia, South Carolina to multiple subtenants. The Columbia sublease agreements are by and between AZZ Precoat Metals and multiple subtenants. Sublease income is recognized over the term of the sublease on a straight-line basis and is reported in the consolidated statement of operations as a reduction to "Cost of sales." Sublease income for the three months ended May 31, 2026 and 2025 was as follows (in thousands):

| Three Months Ended May 31, |  |
| 2026 |  | 2025 |  |  |  |
Sublease income | $ | 216 |  |  | $ | 266 |  |  |  |  |

13. Income Taxes
The provision for income taxes reflects an effective tax rate of 21.2% for the three months ended May 31, 2026, compared to 24.3% for the three months ended May 31, 2025. The decrease in the effective tax rate is driven by higher tax deductions for stock compensation in the current year, coupled with higher tax expense in the prior year related to equity in earnings from the AVAIL JV.
14. Equity
Share Repurchase Program
On November 10, 2020, our Board of Directors authorized a $100 million share repurchase program pursuant to which we may repurchase our common stock (the "2020 Authorization"). Repurchases under the 2020 Authorization will be made through open market or private transactions, in accordance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans, which allows stock repurchases when we might otherwise be precluded from doing so. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.
On January 22, 2026, our Board of Directors authorized a $100 million share repurchase program (the "2026 Share Repurchase Program") pursuant to which we may repurchase our common stock. Repurchases under the 2026 Share Repurchase Program will be made through open market or private transactions, in accordance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans, which allows stock repurchases when we might otherwise be precluded from doing so. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.
During the three months ended May 31, 2026, we did not repurchase any shares of common stock under the 2020 Share Authorization or the 2026 Share Repurchase Program. As of May 31, 2026, there was $33.2 million and $100.0 million remaining to repurchase shares under the 2020 Authorization and the 2026 Share Repurchase Program, respectively.
Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss) ("AOCI"), after tax, for the three months ended May 31, 2026 and 2025, consisted of the following (in thousands):

|  | Three Months Ended May 31, 2026
|  | Foreign Currency Translation Gain (Loss) |  | Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax |  | Net Actuarial Gain (Loss), Net of Tax |  | Interest Rate Swap, Net of Tax |  | Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary |  | Total
Balance as of beginning of period |  | $ | (7,790) |  |  | $ | 432 |  |  | $ | 1,207 |  |  | $ | (1,397) |  |  | $ | — |  |  | $ | (7,548) |
Other comprehensive income (loss) before reclassification |  | (551) |  |  | (1,142) |  |  | — |  |  | 1,361 |  |  | — |  |  | (332) |
Amounts reclassified from AOCI |  | — |  |  | — |  |  | — |  |  | 54 |  |  | — |  |  | 54 |
Net change in AOCI |  | (551) |  |  | (1,142) |  |  | — |  |  | 1,415 |  |  | — |  |  | (278) |
Balance as of end of period |  | $ | (8,341) |  |  | $ | (710) |  |  | $ | 1,207 |  |  | $ | 18 |  |  | $ | — |  |  | $ | (7,826) |

22

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

|  | Three Months Ended May 31, 2025
|  | Foreign Currency Translation Gain (Loss) |  | Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax |  | Net Actuarial Gain (Loss), Net of Tax |  | Interest Rate Swap, Net of Tax |  | Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary |  | Total
Balance as of beginning of period |  | $ | (10,329) |  |  | $ | (388) |  |  | $ | (587) |  |  | $ | (265) |  |  | $ | (11) |  |  | $ | (11,580) |
Other comprehensive income (loss) before reclassification |  | 1,956 |  |  | 241 |  |  | — |  |  | 339 |  |  | 3 |  |  | 2,539 |
Amounts reclassified from AOCI(1) |  | — |  |  | — |  |  | — |  |  | (48) |  |  | — |  |  | (48) |
Net change in AOCI |  | 1,956 |  |  | 241 |  |  | — |  |  | 291 |  |  | 3 |  |  | 2,491 |
Balance as of end of period |  | $ | (8,373) |  |  | $ | (147) |  |  | $ | (587) |  |  | $ | 26 |  |  | $ | (8) |  |  | $ | (9,089) |

(1) | Amounts reclassified from accumulated other comprehensive income (loss) relate to the 2022 interest rate swap agreement, which was terminated on June 30, 2025.

23

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
15. Share-based Compensation
Effective April 18, 2025, the Compensation Committee of the Board of Directors (the "Compensation Committee") adopted the Executive Retiree LTI Program (the "ERP") to continue the vesting of annual equity awards to certain executive officers and other senior members of the management team as designated by the Compensation Committee, including the Company's named executive officers (a "Covered Executive" or collectively, the "Covered Executives"), upon qualified Retirement (as such term is defined in the Company's 2023 Long-Term Incentive Plan). The ERP is applicable to both annual restricted share unit awards and annual performance share unit awards granted to the Covered Executives pursuant to newly adopted Restricted Share Unit ("RSU") Award Agreements and Performance Share Unit ("PSU") Award Agreements for the Covered Executives (collectively, the "Award Agreements") containing such provisions for the fiscal year 2026 long-term incentive equity awards.
Upon adoption of the ERP, the service requirement for executives that are currently eligible for retirement has been met. As a result, we recognized additional stock-based compensation for the three months ended May 31, 2025, of $2.2 million upon the adoption of the ERP related to the RSUs for Covered Executives that have achieved qualified retirement status.
16. Defined Benefit Pension Plan
Pension and Employee Benefit Obligations
In our AZZ Precoat Metals segment, certain current or past employees participate in a defined benefit pension plan (the "Plan"). Prior to the acquisition of AZZ Precoat Metals, benefit accruals were frozen for all participants. After the freeze, participants no longer accrued benefits under the Plan, and new hires of AZZ Precoat Metals are not eligible to participate in the Plan. During the first quarter of fiscal year 2027, the Company's Board of Directors approved a plan to terminate the Plan. The Company intends to complete the termination through a combination of lump-sum distributions to active and terminated vested plan participants and the purchase of annuity contracts for current in-pay participants and those participants who do not elect a lump sum distribution. The termination process is subject to regulatory requirements, including approval from the Internal Revenue Service ("IRS") and the Pension Benefit Guaranty Corporation ("PBGC"), and is expected to be completed by the end of fiscal year 2028. The approval of the Plan termination does not result in an immediate settlement of the Company's pension obligation. The Company expects to recognize settlement accounting in future periods as individual settlement transactions occur. Upon settlement, the Company may be required to remeasure the Plan's projected benefit obligation and plan assets and may recognize in earnings a portion of the actuarial gains or losses currently recorded in AOCI. At this time, the Company is unable to reasonably estimate the total financial impact of the Plan termination, including the timing and amount of any gains or losses that may be recognized in future periods. As of May 31, 2026, the Plan was underfunded, and we have a net pension obligation of $13.7 million, which is included in "Other long-term liabilities" in the consolidated balance sheets and represents the underfunded portion of the Plan.
The components of net benefit cost other than the employer service cost are included in "Selling, general and administrative" expense and were not significant for the three months ended May 31, 2026 and 2025. We paid employer contributions of $1.3 million into the Plan during the three months ended May 31, 2026. We expect to pay $1.9 million of contributions into the Plan during the remainder of fiscal year 2027.
17. Restructuring Charges
During fiscal year 2026, management completed a restructuring plan for certain surface technologies facilities within the AZZ Metal Coatings segment (the "AST Restructuring") to improve overall operational efficiency and financial performance. During the three months ended May 31, 2025, we recognized restructuring charges of $3.8 million, which were included in "Cost of sales" in the consolidated statement of operations and included the loss on sale of equipment, for which we received $0.7 million in proceeds. The restructuring charges consisted primarily of $3.3 million for the write-off of intangible assets and goodwill, as well as $0.5 million for the write-off of other assets, loss on the sale of equipment and severance accruals.
As a result of the AST Restructuring, we closed two surface technology facilities; the facilities were located in Garland, Texas and Tampa, Florida. Management performed an analysis of the assets at each location closed. For assets that were not sold or transferred to another location for use in operations, management wrote down the assets to reflect a decrease in the estimated useful life and lower value to the Company.
24

Table of Contents
AZZ INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
18. Commitments and Contingencies
Legal
AZZ and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. These proceedings include labor and employment claims, various commercial disputes, worker’s compensation and environmental matters, all arising in the normal course of business. As discovery progresses on all outstanding legal matters, we continuously evaluate opportunities to either mediate the cases or settle the disputes for nuisance value or the cost of litigation as a way to resolve the disputes prior to trial. As the pending cases progress through additional discovery and potential mediation, our assessment of the likelihood of a favorable or an unfavorable outcome on the pending lawsuits may change. The actual outcome of these lawsuits or other proceedings cannot be predicted with any certainty, and the amount of any potential liability that could arise with respect to such lawsuits or other matters cannot be predicted at this time. Therefore, management, after consultation with legal counsel believes it has strong claims or defenses to all of its legal matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or cash flows.
In 2017, Southeast Texas Industries, Inc. ("STI") filed a breach of contract lawsuit against the Company in the 1st District Court of Jasper County, Texas (the "Court"). In 2020, we filed a counter suit against STI for amounts due to AZZ Beaumont for work performed. On October 16, 2023, the case went to trial, and on October 27, 2023, the jury rendered a verdict in favor of STI and against AZZ in the amount of $4.5 million in damages for breach of contract and breach of express warranty. On February 14, 2024, the trial court entered Final Judgment in favor of STI, awarding STI actual damages of $4.5 million, plus $1.0 million in attorney fees. On May 14, 2024, we filed a Notice of Appeal in the Court of Appeals for the Ninth district of Texas in Beaumont. AZZ has purchased a supersedeas bond to cover the final judgment amount during the appellate process. We filed our appellate brief on February 24, 2025. Oral arguments were presented by the parties to the Court of Appeals on March 5, 2026. On April 9, 2026, the Beaumont Court of Appeals ruled there was insufficient evidence to support the final judgment against AZZ, and that STI shall take nothing from AZZ. STI has until June 26, 2026 to file a petition for review in the Supreme Court of Texas. As of the date of this filing, we still have a legal accrual of $5.5 million recorded, which is included in "Other accrued liabilities" on our consolidated balance sheets. This legal accrual will remain in place until the time the Supreme Court of Texas has declined to review the case as requested by STI, or makes a ruling on STI's petition on the merits, whichever scenario is applicable.
On May 1, 2026, Kaiser Aluminum Warrick LLC ("Kaiser") filed a complaint against Precoat Mezzanine LLC ("Precoat"), an indirectly held subsidiary of AZZ Inc., in the Superior Court for the State of Delaware alleging breach of contract and breach of express warranty, and seeking declaratory judgment. Kaiser has asserted that Precoat failed to fulfill its obligations under a Master Agreement for Procurement of Services entered into on October 9, 2024. This matter is in its early stages, and we are unable to estimate a range of possible loss, if any, at this time. The Company, in consultation with its legal counsel, intends to vigorously defend this lawsuit, including the assertion of counterclaims.
Environmental
As of May 31, 2026, the reserve balance for our environmental liabilities was $17.4 million, of which $2.0 million is classified as current. Environmental remediation liabilities include costs directly associated with site investigation and site remediation, such as materials, external contractor costs, legal and consulting expenses and incremental internal costs directly related to ongoing remediation plans. Estimates used to record environmental remediation liabilities are based on the Company's best estimate of probable future costs based on site-specific facts and circumstances known at the time of these estimates and they are updated on a quarterly basis. Estimates of the cost for the potential or ongoing remediation plans are developed using internal resources and third-party environmental engineers and consultants.
We accrue the anticipated cost of environmental remediation when the obligation is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. While any revisions to our environmental remediation liabilities could potentially be material to the operating results of any fiscal quarter or fiscal year, we do not expect such additional remediation expenses to have an adverse material effect on our financial position, results of operations, or cash flows.
25

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 Quarterly Report 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 c oil coating process; supply chain vendor delays; del ays 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.
The following discussion should be read in conjunction with "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026, and with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.
Business Operations Update
Our results for the three months ended May 31, 2026 were impacted primarily by the growth in demand for our manufactured solutions in the construction, industrial and container end markets.
The demand for our manufacturing solutions was the primary contributor to net income of $52.0 million for the current three-month period. Our operating results for the current three-month period, including operating results by segment, are described in the summary on the following page, and detailed descriptions can be found below under "Results of Operations."
Our operations generated $37.1 million of cash for the current three-month period. The components of our liquidity and descriptions of our cash flows, capital investments, and other utilities, construction and matters impacting our liquidity and capital resources can be found below under "Liquidity and Capital Resources."
26

Table of Contents
Outlook
While it is difficult to predict future North American economic activity and its impact on the demand for our galvanizing and coil coating solutions, as well the impact that political or regulatory developments may have on us, we have noted several factors below that have impacted or may impact our results of operations during the second quarter of fiscal 2027.
•Sales prices in our AZZ Metal Coatings segment are expected to modestly increase from current levels, supported by continued increases in input costs. Fluctuations in product mix, along with competitive market pressures, may impact selling price.
•Sales prices in our AZZ Precoat Metals segment are expected to increase on average from past levels, resulting from passing through higher pricing on specified materials, although fluctuations in mix may impact the average selling price.
•Demand in our AZZ Metal Coatings and AZZ Precoat Metals segments is expected to follow our typical seasonal patterns.
•Volumes for our AZZ Metal Coatings segment remain at normal seasonal levels, which should support the continued demand for our metal coatings solutions.
•Customer inventories for our AZZ Precoat Metals segment remain at normal seasonal levels, which should support the continued demand for our coil coating solutions.
RESULTS OF OPERATIONS

Overview
We are a provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets, predominantly in North America. We operate three distinct business segments, the AZZ Metal Coatings segment, the AZZ Precoat Metals segment, and the AZZ Infrastructure Solutions segment. Our discussion and analysis of financial condition and results of operations is divided by each of our segments, along with corporate costs and other costs not specifically identifiable to a segment. Management believes that the most meaningful analysis of our results of operations is to analyze our performance by segment. We use sales and operating income by segment to evaluate the performance of our segments. Segment operating income consists of sales less cost of sales and selling, general and administrative expenses that are specifically identifiable to a segment.
27

Table of Contents
QUARTER ENDED MAY 31, 2026 COMPARED TO THE QUARTER ENDED MAY 31, 2025

Segment Sales and Operating Income
The following tables contain operating segment data by segment, for the Company's corporate operations and on a consolidated basis (in thousands):

| Three Months Ended May 31, 2026
| Metal Coatings |  | Precoat Metals |  | Infrastructure Solutions(1) |  | Corporate(2) |  | Total
Sales | $ | 210,305 |  |  | $ | 238,225 |  |  | $ | — |  |  | $ | — |  |  | $ | 448,530 |
Cost of sales | 147,452 |  |  | 188,909 |  |  | — |  |  | — |  |  | 336,361 |
Gross margin | 62,853 |  |  | 49,316 |  |  | — |  |  | — |  |  | 112,169 |
Selling, general and administrative | 6,302 |  |  | 7,781 |  |  | — |  |  | 21,053 |  |  | 35,136 |
Operating income (loss) | 56,551 |  |  | 41,535 |  |  | — |  |  | (21,053) |  |  | 77,033 |
Interest expense | — |  |  | — |  |  | — |  |  | (11,264) |  |  | (11,264) |
Equity in earnings of unconsolidated subsidiary | — |  |  | — |  |  | 509 |  |  | — |  |  | 509 |
Other expense | (2) |  |  | — |  |  | — |  |  | (258) |  |  | (260) |
Income (loss) before income tax | $ | 56,549 |  |  | $ | 41,535 |  |  | $ | 509 |  |  | (32,575) |  |  | 66,018 |
Income tax expense |  |  |  |  |  |  | 14,012 |  |  | 14,012 |
Net income (loss) |  |  |  |  |  |  | $ | (46,587) |  |  | $ | 52,006 |

See notes below tables.

| Three Months Ended May 31, 2025
| Metal Coatings |  | Precoat Metals |  | Infrastructure Solutions(1) |  | Corporate(2) |  | Total
Sales | $ | 187,215 |  |  | $ | 234,747 |  |  | $ | — |  |  | $ | — |  |  | $ | 421,962 |
Cost of sales(3) | 130,356 |  |  | 187,476 |  |  | — |  |  | — |  |  | 317,832 |
Gross margin | 56,859 |  |  | 47,271 |  |  | — |  |  | — |  |  | 104,130 |
Selling, general and administrative(4) | 6,127 |  |  | 7,917 |  |  | 80 |  |  | 20,457 |  |  | 34,581 |
Operating income (loss) | 50,732 |  |  | 39,354 |  |  | (80) |  |  | (20,457) |  |  | 69,549 |
Interest expense | — |  |  | — |  |  | — |  |  | (18,563) |  |  | (18,563) |
Equity in earnings of unconsolidated subsidiary(5) | — |  |  | — |  |  | 173,523 |  |  | — |  |  | 173,523 |
Other income (expense) | (61) |  |  | — |  |  | — |  |  | 1,388 |  |  | 1,327 |
Income (loss) before income tax | $ | 50,671 |  |  | $ | 39,354 |  |  | $ | 173,443 |  |  | (37,632) |  |  | 225,836 |
Income tax expense |  |  |  |  |  |  | 54,928 |  |  | 54,928 |
Net income (loss) |  |  |  |  |  |  | $ | (92,560) |  |  | $ | 170,908 |

(1) | The AZZ Infrastructure Solutions segment includes the equity in earnings from our investment in the AVAIL JV.
(2) | Interest expense and Income tax expense are included in the Corporate segment as these items are not allocated to the segments.
(3) | For the three months ended May 31, 2025, the AZZ Metal Coatings segment includes restructuring charges of $3.8 million. See "Item 1. Financial Statements—Note 17."
(4) | Includes stock-based compensation expense of $2.2 million, of which $0.4 million and $1.8 million are included in the AZZ Metal Coatings segment and the Corporate segment, respectively. See "Item 1. Financial Statements—Note 15."
(5) | During the first quarter of fiscal 2026, AVAIL completed the sale of the Electrical Products Group ("EPG") 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, which was $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 three months ended May 31, 2025. See "Item 1. Financial Statements—Note 8."

28

Table of Contents
For the current quarter, we recorded sales of $448.5 million, compared to the prior year quarter of $422.0 million. Of total sales for the current quarter, 46.9% were generated from the AZZ Metal Coatings segment and 53.1% of sales were generated from the AZZ Precoat Metals segment. Net income for the current quarter was $52.0 million, compared to $170.9 million for the prior year quarter. Net income as a percentage of sales was 11.6% for the current quarter as compared to 40.5% for the prior year quarter. Diluted earnings per common share decreased by 69.6%, to $1.72 per share for the current quarter, compared to $5.66 per share for the prior year quarter. The decrease was primarily due to the recognition of equity in earnings for the excess distribution from the AVAIL JV in the prior year quarter.
Sales
Sales for the AZZ Metal Coatings segment increased $23.1 million, or 12.3%, for the current quarter compared to the prior year quarter. The increase was primarily due to $22.2 million resulting from a higher volume of steel processed, mainly due to increases in the construction and industrial end markets, and an increase of $1.5 million in other sales, partially offset by a decrease in the average selling price of $0.6 million, due to product mix.
Sales for the AZZ Precoat Metals segment increased $3.5 million, or 1.5% for the current quarter compared to the prior year quarter. The increase was due to an increase in the average price of coils coated, as well as revenue related to the ramp-up of the Washington, Missouri facility, partially offset by lower volume, mainly due to decreases in construction, infrastructure, HVAC and appliance end markets.
Operating Income
For the current quarter, consolidated operating income was $77.0 million, an increase of $7.5 million, or 10.8%, compared to the prior year quarter.
Operating income for the AZZ Metal Coatings segment increased $5.8 million, or 11.5%, for the current quarter, compared to the prior year quarter. The increase was due to increased sales as described above, partially offset by an increase in cost of sales. The increase in cost of sales of $17.1 million was primarily due to a $6.2 million increase in zinc cost, a $3.6 million increase in labor costs and an increase in other overhead costs of $7.3 million. Selling, general and administrative expense increased $0.2 million.
Operating income for the AZZ Precoat Metals segment increased $2.2 million, or 5.5% for the current quarter, compared to the prior year quarter. The increase was primarily due to increased sales as described above, partially offset by an increase in cost of sales of $1.4 million, primarily due to higher materials cost.
Corporate Expenses
Corporate selling, general and administrative expenses increased $0.6 million, or 2.9%, for the current quarter, compared to the prior year quarter. The increase was primarily due to increased professional fees and personnel costs, partially offset by a decrease in stock-based compensation, primarily due to the adoption of the Executive Retiree LTI Program and the acceleration of expense for the related stock awards in the prior year.
Interest Expense
Interest expense for the current quarter decreased $7.3 million, to $11.3 million, compared to $18.6 million for the prior year quarter. The decrease in interest expense was primarily attributable to a decrease of $364.2 million in the weighted average debt outstanding and a decrease in the weighted average interest rate of 1.54% in the current quarter, compared to the prior year quarter. The decrease in interest expense is partially offset by lower capitalized interest, primarily associated with the construction of the new plant in Washington, Missouri, for the current quarter, compared to the prior year quarter.
Equity in Earnings of Unconsolidated Subsidiary
Equity in earnings of unconsolidated subsidiary for the current quarter decreased $173.0 million to $0.5 million, compared to $173.5 million in the prior year quarter. The decrease was due to recognition in the prior year quarter of a gain for a distribution in excess of our investment balance of $165.8 million. See "Item I. Financial Statements—Note 8" for more information about the AVAIL JV.
29

Table of Contents
Income Taxes
The provision for income taxes reflects an effective tax rate of 21.2% for the three months ended May 31, 2026, compared to 24.3% for the three months ended May 31, 2025. The decrease in the effective tax rate is driven by higher tax deductions for stock compensation in the current year, coupled with higher tax expense in the prior year related to equity in earnings from the AVAIL JV.
30

Table of Contents
LIQUIDITY AND CAPITAL RESOURCES

We have historically met our cash needs through a combination of cash flows from operating activities along with bank and bond market debt. Our cash requirements generally include working capital needs, capital improvements, quarterly cash dividends, acquisitions and other general corporate purposes. Based on our current financial condition and current operations, we believe that our cash position, cash flows from operating activities and our expectation of continuing availability to draw upon our credit facilities are sufficient to meet our cash flow needs for the foreseeable future.
As of May 31, 2026, our total liquidity of $360.5 million consisted of available capacity under our Revolving Credit Facility of $359.4 million and cash and cash equivalents of $1.1 million.
Cash Flows
The following table summarizes our cash flows by category for the periods presented (in thousands):

|  | Three Months Ended May 31,
|  | 2026 |  | 2025
Net cash provided by operating activities |  | $ | 37,149 |  |  | $ | 314,782 |
Net cash used in investing activities |  | (18,698) |  |  | (17,122) |
Net cash used in financing activities |  | (18,174) |  |  | (295,512) |

Net cash provided by operating activities for the three months ended May 31, 2026 decreased by $277.6 million compared to the three months ended May 31, 2025 primarily due to:
•a decrease in cash distributions from the AVAIL JV of $273.2 million, following AVAIL's sale of its EPG business,
•a decrease in net income of $118.9 million, primarily due to a decrease in equity in earnings from the AVAIL JV,
•a decrease in cash flows from long-term assets and liabilities of $1.5 million, primarily due to decreases in long-term lease liabilities and other long-term liabilities,
•a decrease in non-cash expenses of $0.4 million, primarily due to restructuring expenses recognized in the prior year, as well as share-based compensation expense and bad debt expense, partially offset by a decrease in gain on sale of property, plant and equipment, an increase in depreciation expense, partly due to the new aluminum coil coating facility in Washington, Missouri and an increase in amortization of debt financing costs due to the write-off following the refinancing of the 2022 Credit Agreement,
•a decrease in cash from working capital of $64.3 million, related to decreases in income tax payable and accrued expenses, coupled with an increase in inventories, accounts receivable, and contract assets, partially offset by an increase in accounts payable, partially offset by
•a decrease in non-cash equity in earnings from the AVAIL JV of $173.0 million, primarily due to equity in earnings related to the AVAIL JV's sale of its EPG business in the prior year, and
•an increase in cash flows from deferred income taxes of $7.6 million, primarily due to a decrease in deferred taxes related to the AVAIL JV in the prior year.
Cash flows used in investing activities for the three months ended May 31, 2026 increased by $1.6 million compared to the prior three months ended May 31, 2025 primarily due to:
•a decrease of $3.7 million in proceeds from the sale of property, plant and equipment, partially offset by
•an increase in cash due to a decrease of $2.1 million in the purchase of property, plant and equipment, primarily due to costs in the prior year associated with the new aluminum coil coating facility in Washington, Missouri, which became operational during fiscal 2026.
Cash flows used in financing activities for the three months ended May 31, 2026 decreased by $277.3 million compared to the prior three months ended May 31, 2025 primarily due to:
•a decrease in net payments on long-term debt and finance leases of $284.9 million, partially offset by
•an increase in tax payments related to common stock issued under stock-based plans of $5.9 million,
•an increase in debt financing costs paid of $0.8 million, and
•an increase in dividend payments of $0.9 million, reflecting an increase in the quarterly cash dividend per share compared to the prior year quarter.
31

Table of Contents
Financing and Capital
2022 Credit Agreement and Term Loan B
We have a credit agreement with a syndicate of financial institutions as lenders, entered into on May 13, 2022 and amended from time to time (collectively referred to herein as the "2022 Credit Agreement").
The 2022 Credit Agreement includes the following significant terms:
i.provides for a senior secured initial term loan in the aggregate principal amount of $1.3 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company; as of May 31, 2026, the outstanding balance of the Term Loan B was $335.0 million;
ii.provides for a maximum senior secured Revolving Credit Facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), due May 13, 2027;
iii.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility;
iv.borrowings under the Term Loan B bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 1.75% and the Revolving Credit Facility bears a leverage-based rate with various tiers between 1.25% and 2.25%; as of May 31, 2026, the interest rate was SOFR plus 1.25%;
v.includes customary affirmative and negative covenants, and events of default; including restrictions on the incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions; and,
vi.includes a maximum quarterly leverage ratio financial covenant, with reporting requirements to our banking group at each quarter-end.
On May 7, 2026, we amended our 2022 Credit Agreement to change the following terms of the Revolving Credit Facility:
i.extended the maturity date of our Revolving Credit Facility from May 31, 2026 to May 7, 2029;
ii.added JP Morgan Chase Bank, N.A. and PNC Capital Markets LLC as additional lenders, and removed Citibank N.A. and Barclays Bank PLC as lenders;
iii.reduced the interest rate tiers from a range of SOFR plus 1.75% to 2.75% to a range of SOFR plus 1.25% to 2.25%; and
iv.reduced the leverage-based commitment fee tiers from a range of 0.20% to 0.30% to a range of 0.15% to 0.25%.
In connection with the amendment, approximately 37.50% of the aggregate principal amount was reallocated to the new lenders. We evaluated the amendment under the guidance in ASC 470-50, Debt—Modifications and Extinguishments and concluded that the amendment represented a modification at the instrument level, as the quantitative 10% cash flow test was not met. However, the lender reallocation resulted in a partial extinguishment at the lender level. As a result, for the three months ended May 31, 2026, we recognized a write-off of approximately $0.6 million of unamortized debt financing costs, which is included in "Interest expense, net" on our consolidated statement of operations and in "Amortization of debt financing costs" on our consolidated statement of cash flows.
We primarily utilize proceeds from the Revolving Credit Facility to finance timing fluctuations of working capital needs, capital improvements, quarterly cash dividends, acquisitions and other general corporate purposes.
As defined in the 2022 Credit Agreement, quarterly prepayments were due against the outstanding principal of the Term Loan B and were payable on the last business day of each May, August, November and February, beginning August 31, 2022, in a quarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. Additional prepayments made against the Term Loan B contributed to these required quarterly payments. Due to prepayments made against the Term Loan B since August 31, 2022, the quarterly mandatory principal payment requirement has been met, and the quarterly payments of $3.25 million are no longer required.
Receivables Securitization Facility
On July 10, 2025, we entered into a credit agreement secured by our trade accounts receivable and contract assets (the "Receivables Securitization Facility.") Under this arrangement, we transferred our trade receivables to a special purpose entity ("SPE"), which in turn pledged those receivables as collateral for borrowings under the facility. The transaction does not qualify as a sale under ASC 860, Transfers and Servicing; as a result, the arrangement is accounted for as a secured borrowing.
32

Table of Contents
Accordingly, the receivables transferred to the SPE will remain on our consolidated balance sheet within trade accounts receivable and contract assets, and the Receivables Securitization Facility is included in "Long-term debt, net." The Receivables Securitization Facility has a limit of $150.0 million and is due July 10, 2028. As of May 31, 2026, the total amount of receivables pledged under the facility was $268.1 million, consisting of $153.8 million in trade accounts receivable and $114.3 million in contract assets, with outstanding borrowings of $150.0 million. The interest rate on the Receivables Securitization Facility is one-month SOFR plus 0.95%.
We remain exposed to the credit risk associated with the underlying receivables and are responsible for their collection. The Receivables Securitization Facility includes provisions that allow the SPE to take control of the assets only in the event of bankruptcy or violation of servicing the secured accounts receivable. We will monitor these provisions to ensure ongoing compliance and availability under the facility.
The proceeds from the Receivables Securitization Facility were used to pay down the Term Loan B.
Debt Compliance and Outstanding Borrowings
Our 2022 Credit Agreement requires us to maintain a maximum Total Net Leverage Ratio (as defined in the loan agreement) no greater than 4.5. We are also required to maintain certain covenants under the Receivables Securitization Facility. As of May 31, 2026, we were in compliance with all covenants and other requirements set forth in the 2022 Credit Agreement and the Receivables Securitization Facility.
The weighted-average interest rate for our outstanding debt, including the Revolving Credit Facility, the Term Loan B, and the Receivables Securitization Facility was 5.24% and 5.94% as of May 31, 2026 and February 28, 2026, respectively. We are also obligated to pay a leverage-based commitment fee with various tiers between 0.15% and 0.25% per year for unused amounts under the Revolving Credit Facility. As of May 31, 2026, the commitment fee rate was 0.175%.
As of May 31, 2026, we had $515.0 million of debt outstanding, with varying maturities through fiscal 2030. We had approximately $359.4 million of additional credit available as of May 31, 2026.
Letters of Credit
As of May 31, 2026, w e had outstanding letters of credit in the amount of $10.6 million. These standby letters of credit are primarily issued to support insurance deductibles and other collateral requirements.
Interest Rate Swap
We manage our exposure to fluctuations in interest rates on our floating-rate debt by entering into interest rate swap agreements to convert a portion of our variable-rate debt to a fixed rate. On June 30, 2025, we entered into a new fixed-rate interest rate swap agreement (the “2025 Swap”). The 2025 Swap converts the SOFR-based component of the interest rate to 3.759%. As of May 31, 2026, the 2025 Swap resulted in a total fixed rate of 5.509%. The 2025 Swap has a notional amount of $290.0 million and a maturity date of June 30, 2027. The objective of the 2025 Swap is to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. We designated the 2025 Swap as a cash flow hedge at inception. Cash settlements, in the form of cash payments or cash receipts, of the 2025 Swap are recognized in interest expense.
AVAIL JV
We account for our 40% interest in the AVAIL JV under the equity method of accounting and include our equity in earnings as part of the AZZ Infrastructure Solutions segment. We record our equity in earnings in the AVAIL JV on a one-month lag.
We classify cash flows from distributions using the cumulative earnings method. Cash received is classified as return on investment in operating cash flows to the extent that cumulative earnings exceed cumulative distributions, less distributions received in prior periods that were deemed returns of investment. We did not receive cash distributions from the AVAIL JV during the three months ended May 31, 2026. During the three months ended May 31, 2025, we received cash distributions from the AVAIL JV of $273.2 million.
33

Table of Contents
Share Repurchase Program
During the three months ended May 31, 2026, we did not repurchase any shares of common stock under the 2020 Share Authorization or the 2026 Share Repurchase Program. As of May 31, 2026, there was $33.2 million and $100.0 million remaining to repurchase shares under the 2020 Authorization and the 2026 Share Repurchase Program, respectively. See "Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds."
Other Exposures
We have exposure to commodity price increases in all three of our operating segments, primarily zinc and natural gas in the AZZ Metal Coatings segment, and natural gas, steel, and aluminum scrap in the AZZ Precoat Metals segment. We attempt to minimize these increases by entering into agreements with our zinc suppliers and such agreements generally include fixed premiums, and by entering into agreements with our natural gas suppliers to fix a portion of our purchase cost. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing process, supply chain management, and through increases in prices to match inflationary increases where competitively feasible. We have indirect exposure to copper, aluminum, steel and nickel-based alloys in the AZZ Infrastructure Solutions segment through our 40% investment in the AVAIL JV.
Off Balance Sheet Arrangements and Contractual Obligations
As of May 31, 2026, we did not have any off-balance sheet arrangements as defined under SEC rules. Specifically, there were no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on the financial condition, changes in financial condition, sales or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and the accompanying notes.
There were no significant changes to our critical accounting policies and estimates compared to the critical accounting policies and estimates disclosed in "Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations", of our Annual Report on Form 10-K for the year ended February 28, 2026.
Recent Accounting Pronouncements
See "Item I. Financial Statements—Note 1" for a full description of recent accounting pronouncements, including the actual and expected dates of adoption and estimated effects on our consolidated results of operations and financial condition, which is incorporated herein by reference.
34

Table of Contents
Non-GAAP Disclosures
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 2025 between the non-GAAP Adjusted Earnings Measures to the most comparable measures, calculated in accordance with GAAP (in thousands, except per share data):
35

Table of Contents
Adjusted Net Income and Adjusted Earnings Per Share

| Three Months Ended May 31, |  |
| 2026 |  | 2025 |  |  |  |
| Amount |  | Per Diluted Share(1) |  | Amount |  | Per Diluted Share(1) |  |  |  |  |  |  |  |
Net income | $ | 52,006 |  |  | $ | 1.72 |  |  | $ | 170,908 |  |  | $ | 5.66 |  |  |  |  |  |  |  |  |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization of intangible assets | 5,726 |  |  | 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 |  |  | — |  |  | — |  |  |  |  |  |  |  |  |
Subtotal | 4,950 |  |  | 0.16 |  |  | (154,080) |  |  | (5.10) |  |  |  |  |  |  |  |  |
Tax impact(6) | (1,188) |  |  | (0.04) |  |  | 36,979 |  |  | 1.22 |  |  |  |  |  |  |  |  |
Total adjustments | 3,762 |  |  | 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 share |  |  | 30,159 |  |  |  |  | 30,217 |  |  |  |  |  |  |  |  |

See notes on page 38.
36

Table of Contents
Adjusted EBITDA

| Three Months Ended May 31, |  |
| 2026 |  | 2025 |  |  |  |
Net income | $ | 52,006 |  |  | $ | 170,908 |  |  |  |  |
Interest expense | 11,264 |  |  | 18,563 |  |  |  |  |
Income tax expense | 14,012 |  |  | 54,928 |  |  |  |  |
Depreciation and amortization | 23,519 |  |  | 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 38.
Adjusted EBITDA by Segment
A reconciliation of Adjusted EBITDA by segment to net income is as follows (in thousands):

| Three Months Ended May 31, 2026
| Metal Coatings |  | Precoat Metals |  | Infra- structure Solutions |  |  |  | Corporate |  | Total
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 amortization | 7,266 |  |  | 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 38.

| Three Months Ended May 31, 2025
| Metal Coatings |  | Precoat Metals |  | Infra- structure Solutions |  |  |  | Corporate |  | Total
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 amortization | 6,660 |  |  | 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 38.
37

Table of Contents
Debt Leverage Ratio Reconciliation

|  | Trailing Twelve Months Ended
|  | May 31, 2026 |  | February 28, 2026
Gross debt |  | $ | 515,000 |  |  | $ | 515,000 |
Less: Cash per bank statement |  | (5,500) |  |  | (13,227) |
Add: Finance lease liability |  | 15,256 |  |  | 13,746 |
Consolidated indebtedness |  | $ | 524,756 |  |  | $ | 515,519 |
Net income |  | $ | 198,357 |  |  | $ | 317,260 |
Depreciation and amortization |  | 91,747 |  |  | 90,056 |
Interest expense |  | 48,350 |  |  | 55,650 |
Income tax expense |  | 62,140 |  |  | 103,055 |
EBITDA |  | $ | 400,594 |  |  | $ | 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 ratio |  | 1.4x |  | 1.4x

(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) | Includes restructuring charges related to the closure of two surface technology facilities in our AZZ Metal Coatings segment. See "Item 1. Financial Statements—Note 17."
(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 1. Financial Statements—Note 15."
(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 ("EPG") 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 1. Financial Statements—Note 8."
(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."
(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.

38

Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risk disclosures during the three months ended May 31, 2026. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in "Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended February 28, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Company’s principal executive officer and principal financial officer have concluded that our Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934) are effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
AZZ and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. These proceedings include labor and employment claims, various commercial disputes, worker’s compensation and environmental matters, all arising in the normal course of business. As discovery progresses on all outstanding legal matters, we continuously evaluate opportunities to either mediate the cases or settle the disputes for nuisance value or the cost of litigation as a way to resolve the disputes prior to trial. As the pending cases progress through additional discovery and potential mediation, our assessment of the likelihood of a favorable or an unfavorable outcome on the pending lawsuits may change. The actual outcome of these lawsuits or other proceedings cannot be predicted with any certainty, and the amount of any potential liability that could arise with respect to such lawsuits or other matters cannot be predicted at this time. Therefore, management, after consultation with legal counsel believes it has strong claims or defenses to all of its legal matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or cash flows. For further discussion of the Company's legal proceedings, see "Part 1. Item 1. Financial Statements—Note 18."
Item 1A. Risk Factors
There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussion of the Company’s risk factors under "Part I. Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 10, 2020, our Board of Directors authorized a $100 million share repurchase program pursuant to which we may repurchase our common stock (the "2020 Authorization"). Repurchases under the 2020 Authorization will be made through open market or private transactions, in accordance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans, which allows stock repurchases when we might otherwise be precluded from doing so. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.
On January 22, 2026, our Board of Directors authorized a $100 million share repurchase program (the "2026 Share Repurchase Program") pursuant to which we may repurchase our common stock. Repurchases under the 2026 Share Repurchase Program will be made through open market or private transactions, in accordance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans, which allows stock repurchases when we might otherwise be precluded from doing so. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.
During the three months ended May 31, 2026, we did not repurchase any shares of common stock under the 2020 Share Authorization or the 2026 Share Repurchase Program. As of May 31, 2026, there was $33.2 million and $100.0 million remaining to repurchase shares under the 2020 Authorization and the 2026 Share Repurchase Program, respectively.
39

Table of Contents
Item 5. Other Information.
Rule 10b5-1 trading arrangement
During the three months ended May 31, 2026, none of our directors or executive officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.
40

Table of Contents
Item 6. Exhibits

3.1 |  | Amended and Restated Bylaws dated April 24, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the SEC on April 25, 2023.)
3.2 |  | Amended and Restated Certificate of Formation (with Certificate of Correction dated May 15, 2023) (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on October 10, 2023.)
10.1 |  | Seventh Amendment to Credit Agreement dated as of May 7, 2026, by and among AZZ Inc., the Gurantors, the Lenders, and Wells Fargo Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed with the SEC on May 8, 2026.
31.1+ |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+ |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1++ |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++ |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+ |  | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+ |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL+ |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+ |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+ |  | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+ |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 |  | Cover Page Interactive Date File (embedded with the Inline XBRL document).

+ Indicates filed herewith.
++ Indicates furnished herewith.
41

Table of Contents
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 thereunto duly authorized.

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

42