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Mezzanine Equity
12 Months Ended
Feb. 28, 2026
Equity [Abstract]  
Mezzanine Equity
12. Mezzanine Equity
Series A Convertible Preferred Stock
On May 9, 2024, we fully redeemed our 240,000 shares of 6.0% Series A Convertible Preferred Stock for $308.9 million. The payment was calculated as the face value of the Series A Preferred Stock of $240.0 million, multiplied by the Return Factor of 1.4, less dividends paid to date of $27.1 million. The redemption premium of $75.2 million, which was calculated as the difference between the redemption amount and the book value of $233.7 million, was recorded as a deemed dividend, and reduced net income available to common shareholders. The Series A Preferred Stock was redeemed using proceeds from the April 2024 Secondary Public Offering. See Note 13.
Dividends
The Series A Preferred Stock accumulated a 6.0% dividend per annum, or $15.00 per share per quarter. Dividends were payable in cash or in kind, by accreting and increasing the Series A Base Amount ("PIK Dividends"). Dividends were payable on the sum of (i) the aggregate liquidation preference amount of $240.0 million plus (ii) any PIK Dividends. Dividends were accrued daily and paid quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year. Following the calendar quarter ending June 30, 2027, we were not able to elect PIK Dividends and dividends on the Series A Preferred Stock were required to be paid in cash. All dividends were paid in cash through May 9, 2024, at which time the Series A Preferred Stock was redeemed. The dividend would have increased annually by one percentage point, beginning with the dividend payable for the calendar quarter ending September 30, 2028. Dividends declared and paid for the fiscal years ended 2025 and 2024 were $3.6 million and $14.4 million, respectively.
13. Equity
April 2024 Secondary Public Offering
On April 30, 2024, we completed a secondary public offering in which we sold 4.6 million shares of our common stock at $70.00 per share (the "April 2024 Secondary Public Offering"). We received gross proceeds of $322.0 million, and paid offering expenses of $13.3 million, for net proceeds of $308.7 million. The proceeds from the April 2024 Offering were used to redeem the Series A Preferred Stock. See Note 12.
Share Repurchases
On November 10, 2020, our Board of Directors authorized a $100.0 million share repurchase program, pursuant to which we may repurchase AZZ common stock (the "2020 Share Authorization"). Repurchases under the 2020 Share
Authorization will be made through open market and/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.
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.
During fiscal 2026, we repurchased 201,416 shares of common stock in the amount of $20.0 million at an average purchase price of $99.28 under the 2020 Share Authorization. During fiscal 2025 and 2024, we did not repurchase shares of common stock under the 2020 Share Authorization. As of February 28, 2026, there was $33.2 million remaining to repurchase shares under the 2020 Authorization. During fiscal 2026, we did not repurchase any shares under the 2026 Share Repurchase Program. As of February 28, 2026, there was $100.0 million remaining to repurchase shares under the 2026 Share Repurchase Program. Currently, share repurchases may not exceed
Accumulated Other Comprehensive Income
The components of accumulated other comprehensive gain (loss), after tax, consisted of the following for 2026, 2025 and 2024 (in thousands):
Foreign Currency Translation Gain (Loss)Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of TaxNet Actuarial Gain (Loss), Net of TaxInterest Rate Swap, Net of TaxInterest Rate Swap, Net of Tax for Unconsolidated SubsidiaryTotal
Balance as of February 28, 2023$(7,571)$— $119 $2,879 $— $(4,573)
Other comprehensive income (loss) before reclassification(57)1,418 (303)3,321 (33)4,346 
Amounts reclassified from AOCI— — — (3,667)— (3,667)
Net change in AOCI(57)1,418 (303)(346)(33)679 
Balance as of February 29, 2024$(7,628)$1,418 $(184)$2,533 $(33)$(3,894)
Other comprehensive income (loss) before reclassification(2,701)(1,806)(403)153 22 (4,735)
Amounts reclassified from AOCI— — — (2,951)— (2,951)
Net change in AOCI(2,701)(1,806)(403)(2,798)22 (7,686)
Balance at February 28, 2025$(10,329)$(388)$(587)$(265)$(11)$(11,580)
Other comprehensive income (loss) before reclassification2,539 820 1,794 (622)11 4,542 
Amounts reclassified from AOCI— — — (510)— (510)
Net change in AOCI2,539 820 1,794 (1,132)11 4,032 
Balance at February 28, 2026$(7,790)$432 $1,207 $(1,397)$— $(7,548)