UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

December 20, 2023

Date of Report (Date of earliest event reported)

AZZ Inc.

(Exact name of Registrant as specified in its charter)

Texas	1-12777	75-0948250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Museum Place, Suite 500

3100 West 7th Street

Fort Worth, Texas 76107

(Address of principal executive offices) (Zip Code)

(817) 810-0095

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Credit Agreement

On December 20, 2023, AZZ Inc. (the "Company") entered into the Second Amendment to its existing Credit Agreement referenced below with Citibank, N.A. (“Citi”), as Administrative Agent and Collateral Agent and the requisite lenders (the "Second Amendment"). The Second Amendment amends the Credit Agreement dated as of May 13, 2022 by and among Citi, as Administrative Agent and Collateral Agent, the lenders party thereto from time to time and the Company's subsidiaries party thereto and as amended by that certain First Amendment dated August 17, 2023 (the "Credit Agreement").

The Second Amendment (a) decreased the interest rate margin applicable to the Revolving Credit Loans from 425 basis points to margin ranging from 275 basis points to 350 basis points subject to leverage ratio step-down; (b) reduced the interest rate further by eliminating SOFR loan credit spread adjustment; and (c) reduced the Commitment Fee applicable to the Revolving Credit Loans by 125 basis points, subject to pricing grid.

Each of the capitalized terms in the preceding sentence shall have the meanings given to such terms in the Credit Agreement.

This summary of the Second Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to all the terms of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 with respect to the Second Amendment is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Second Amendment to Credit Agreement, dated as of December 20, 2023, by and among AZZ Inc., the Guarantors, the Lenders, and Citibank, N.A., as Administrative Agent and Collateral Agent.
99.1	Press release issued by AZZ Inc., dated December 21, 2023.
104	Cover Page Interactive Date File (embedded with the Inline XBRL document).

SIGNATURES

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

	AZZ Inc.
Date: December 21, 2023	By: /s/ Tara D. Mackey
	Tara D. Mackey Chief Legal Officer and Secretary