AZZ adds 136,303-share buyback details in amendment

The added repurchase disclosure does not change AZZ’s previously reported consolidated financial results.

Rhea-AI Filing Summary

AZZ Inc. amended its quarterly report to add monthly issuer-purchase information that was inadvertently omitted from the original; the company says the amendment does not affect previously reported financial results.

Under the 2020 Authorization, AZZ repurchased 136,303 common shares during the six months ended August 31, 2026, at an average price of $146.71 per share; approximately $13,194,447 remained available as of August 31, 2026. Repurchases may be made through open-market or private transactions and may not exceed 6% of market capitalization per fiscal year. AZZ reported no repurchases under its 2026 Share Repurchase Program during the six-month period; $100.0 million remained available as of August 31, 2026.

Key Figures

Common shares repurchased: 136,303 shares Average price paid per share: $146.71 per share Approximate remaining value under the 2020 Authorization: $13,194,447 +3 more

6 metrics

Common shares repurchased 136,303 shares Under the 2020 Authorization during the six months ended August 31, 2026

Average price paid per share $146.71 per share Under the 2020 Authorization during the six months ended August 31, 2026; excludes commissions

Approximate remaining value under the 2020 Authorization $13,194,447 As of August 31, 2026

Remaining value under the 2026 Share Repurchase Program $100.0 million As of August 31, 2026

Shares repurchased under the 2026 Share Repurchase Program 0 shares During the six months ended August 31, 2026

Annual repurchase limit 6% of market capitalization Per fiscal year

Key Terms

2020 Authorization, Rule 10b5-1 trading plans, market capitalization

3 terms

2020 Authorization financial

"under the 2020 Authorization"

Rule 10b5-1 trading plans regulatory

"repurchases pursuant to Rule 10b5-1 trading plans"

Rule 10b5-1 trading plans are written, pre-arranged instructions that allow company insiders (such as executives or directors) to automatically buy or sell their company's stock at specified times or under set conditions, like a standing instruction or automated thermostat for trades. They matter to investors because these plans provide a legal defense against insider‑trading accusations and create predictable insider trading patterns that can help signal whether sales are routine portfolio management or potentially meaningful to the company’s outlook.

market capitalization financial

"6% of our market capitalization per fiscal year"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did AZZ repurchase, and at what average price?

AZZ reported repurchasing 136,303 common shares under the 2020 Authorization during the six months ended August 31, 2026, at an average price of $146.71 per share. The average excludes commissions paid in connection with open-market repurchases.

How much remained under AZZ’s share repurchase programs?

As of August 31, 2026, approximately $13,194,447 remained under the 2020 Authorization, while $100.0 million remained under the 2026 Share Repurchase Program. AZZ reported no purchases under the 2026 program during the six months ended August 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:20 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:20 PM EDT Learn about SEC filing dates

2026-08-310000008947false2027Q2--02-28NYSETXxbrli:shares00000089472026-03-012026-08-310000008947exch:XNYS2026-03-012026-08-310000008947azz:NYSETXMember2026-03-012026-08-3100000089472026-09-30

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.

3

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