10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended August 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
		NYSE Texas, Inc.

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 September 30, 2026, the registrant had outstanding 29,922,779 shares of common stock; $1.00 par value per share

EXPLANATORY NOTE

AZZ Inc. ("AZZ", the "Company", "our" or "we") is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2026, originally filed with the Securities and Exchange Commission on October 13, 2026 (the "Original Form 10-Q").

This Amendment No. 1 is being filed solely to amend Part II. Item 2. "Unregistered Sales of Equity Securities and Use of Proceeds," of the Original Form 10-Q to include the monthly issuer purchases of equity securities disclosure required by Item 703 of Regulation S-K, which was inadvertently omitted from the Original Form 10-Q. The share repurchases were reflected in the Company's consolidated financial statements included in the Original Form 10-Q, and this amendment does not affect any financial results previously reported.

Except as described below, this Amendment No. 1 does not amend or modify any other information included in the Original Form 10-Q. This Amendment No. 1 speaks as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date.

1

PART II. OTHER INFORMATION

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 allow stock repurchases when we might otherwise be precluded from doing so. The number of shares repurchased, and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. 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 allow stock repurchases when we might otherwise be precluded from doing so. The number of shares repurchased, and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of the Company's common stock under the 2020 Authorization during the six months ended August 31, 2026:

Period	Total Number of Shares Purchased	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value that May Yet Be Used Under the Plans or Programs
Beginning balance, February 28, 2026					$	33,191,526
March 1 through March 31, 2026	—	$	—	—	33,191,526
April 1 through April 30, 2026	—	—		—	33,191,526
May 1 through May 31, 2026	—	—		—	33,191,526
June 1 through June 30, 2026	—	—		—	33,191,526
July 1 through July 31, 2026	92,305	146.82		92,305	19,639,545
August 1 through August 31, 2026	43,998	146.49		43,998	13,194,447
Total	136,303	$	146.71	136,303	$	13,194,447
(1) The average price paid per share excludes commissions per share paid in connection with the open-market share repurchases.

During the six months ended August 31, 2026, we did not repurchase any shares of common stock under the 2026 Share Repurchase Program. As of August 31, 2026, there was $100.0 million remaining to repurchase shares under the 2026 Share Repurchase Program.

2

Item 6. Exhibits

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.

+ Indicates filed herewith.

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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:	October 15, 2026	By:	/s/ Jason Crawford
			Jason Crawford Senior Vice President, Chief Financial Officer and Principal Accounting Officer
		By:	/s/ Thomas E. Ferguson
			Thomas E. Ferguson, President and Chief Executive Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(A) AND 15D-14(A)

I, Thomas E. Ferguson, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of AZZ Inc. for the quarterly period ended August 31, 2026 (the "Amendment");

2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Amendment No. 1 to the Quarterly Report on Form 10-Q; and

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report.

Dated:	October 15, 2026	/s/ Thomas E. Ferguson
		Thomas E. Ferguson
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(A) AND 15D-14(A)

I, Jason Crawford, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of AZZ Inc. for the quarterly period ended August 31, 2026 (the "Amendment");

2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Amendment No. 1 to the Quarterly Report on Form 10-Q; and

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report.

Dated:	October 15, 2026	/s/ Jason Crawford
		Jason Crawford Senior Vice President, Chief Financial Officer and Principal Accounting Officer

XML

Cover Page - shares	6 Months Ended
	Aug. 31, 2026	Sep. 30, 2026
Document Information [Line Items]
Document Type	10-Q/A
Document Period End Date	Aug. 31, 2026
Document Transition Report	false
Entity File Number	1-12777
Entity Registrant Name	AZZ Inc.
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	75-0948250
Entity Address, Address Line One	One Museum Place, Suite 500
Entity Address, Address Line Two	3100 West 7th Street
Entity Address, City or Town	Fort Worth,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	817
Local Phone Number	810-0095
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,922,779
Central Index Key	0000008947
Amendment Flag	false
Document Fiscal Year Focus	2027
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--02-28
Document Quarterly Report	true
NYSETX
Document Information [Line Items]
Security Exchange Name	NYSETX
Title of 12(b) Security	Common Stock
Trading Symbol	AZZ
NEW YORK STOCK EXCHANGE, INC.
Document Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock
Trading Symbol	AZZ