Guidance raised as AZZ (NYSE: AZZ) posts FY 2027 Q1 sales growth

Rhea-AI Filing Summary

AZZ Inc. reported first-quarter fiscal 2027 results showing steady operating growth and raised full-year guidance. Sales rose to $448.5 million, up 6.3% year over year, driven by record quarterly revenues in both Metal Coatings and Precoat Metals. GAAP diluted EPS dropped to $1.72 from $5.66 mainly because the prior year included a large one-time equity gain from the AVAIL joint venture sale, while adjusted diluted EPS increased to $1.85 from $1.78. Adjusted EBITDA was $99.5 million, or 22.2% of sales. Metal Coatings sales grew 12.3% to $210.3 million with a 30.3% adjusted EBITDA margin, and Precoat Metals sales rose 1.5% to $238.2 million with a 21.7% margin. Operating cash flow reached $37.1 million, net leverage stood at 1.4x, and AZZ paid a $0.20 dividend while announcing an increase to $0.24 per share. For fiscal 2027, the company raised guidance to sales of $1.80–$1.85 billion, adjusted EBITDA of $375–$415 million, and adjusted diluted EPS of $6.75–$7.15.

Insights

Equity research analyst

AZZ posts solid Q1 growth and modestly raises full-year guidance.

AZZ delivered 6.3% sales growth to $448.5 million with adjusted EPS up to $1.85. The apparent 69.6% GAAP net income decline is mainly due to last year’s one-time AVAIL JV gain of $173.5 million, not a deterioration in core operations.

Segment results show broad stability: Metal Coatings sales increased 12.3% to $210.3 million and Precoat Metals grew 1.5% to $238.2 million, with healthy margins of 30.3% and 21.7%, respectively. Net leverage of 1.4x and operating cash flow of $37.1 million support ongoing capex of $80–$100 million.

The company raised FY2027 guidance to sales of $1.80–$1.85 billion and adjusted EPS of $6.75–$7.15, citing the Washington, Missouri plant’s expected accretion and planned debt reduction of $130–$170 million. Future filings will show how demand trends in construction, infrastructure, HVAC and appliances track against these expectations through February 28, 2027.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q1 FY2027 Sales: $448.5 million Q1 FY2027 GAAP diluted EPS: $1.72 per share Q1 FY2027 Adjusted diluted EPS: $1.85 per share +5 more

8 metrics

Q1 FY2027 Sales $448.5 million Three months ended May 31, 2026; up 6.3% year over year

Q1 FY2027 GAAP diluted EPS $1.72 per share Down 69.6% versus $5.66 in prior-year quarter

Q1 FY2027 Adjusted diluted EPS $1.85 per share Up from $1.78 in the prior-year quarter

Q1 FY2027 Adjusted EBITDA $99.5 million 22.2% of sales for three months ended May 31, 2026

FY2027 Sales guidance $1.80–$1.85 billion Revised upward from $1.725–$1.775 billion

FY2027 Adjusted diluted EPS guidance $6.75–$7.15 Raised from prior range of $6.50–$7.00

Net leverage ratio 1.4x Based on trailing twelve months Adjusted EBITDA as of May 31, 2026

Planned FY2027 capital expenditures $80–$100 million For growth in galvanizing capacity and technology improvements

Key Terms

Adjusted EBITDA, non-GAAP, net leverage ratio, safe harbor statement, +1 more

5 terms

Adjusted EBITDA financial

"Consolidated Adjusted EBITDA of $99.5 million, or 22.2% of sales"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

non-GAAP financial

"Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and net leverage ratio are non-GAAP financial measures"

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

net leverage ratio financial

"Net leverage ratio of 1.4x"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

safe harbor statement regulatory

"Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions"

A safe harbor statement is a disclaimer that companies include in their public disclosures to limit legal liability if future results differ from what was forecasted or expected. It acts like a protective shield, helping companies avoid lawsuits if their predictions don’t come true, and gives investors a clearer understanding that certain statements are forward-looking and involve risks.

AVAIL JV equity in earnings adjustment financial

"AVAIL JV equity in earnings adjustment (4)"

Earnings Snapshot

Sales: $448.5 million · Guidance included

Q1 FY2027

Sales $448.5 million +6.3% YoY

GAAP diluted EPS $1.72 down 69.6% YoY

Adjusted diluted EPS $1.85 up from $1.78 prior-year

Adjusted EBITDA $99.5 million vs. $106.4 million prior-year

Guidance

For FY2027, AZZ now targets sales of $1.80–$1.85 billion, adjusted EBITDA of $375–$415 million, and adjusted diluted EPS of $6.75–$7.15.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 07/08/2026 - 04:17 PM Accepted by SEC EDGAR 07/08/2026 - 04:16 PM Learn about SEC filing dates

FAQ

How did AZZ (AZZ) perform in its fiscal 2027 first quarter?

AZZ delivered higher sales and stronger adjusted earnings in fiscal 2027 Q1. Sales rose 6.3% to $448.5 million, while adjusted diluted EPS improved to $1.85 from $1.78, reflecting solid operations despite lapping a large prior-year JV gain.

Why did AZZ’s GAAP net income fall sharply year over year in Q1 FY2027?

GAAP net income declined to $52.0 million, down 69.6% from last year, mainly because the prior-year quarter included $173.5 million of equity in earnings from the AVAIL joint venture tied to a business sale, a one-time gain not repeated in 2026.

What guidance did AZZ (AZZ) provide for fiscal year 2027 after Q1 results?

AZZ raised its fiscal 2027 outlook, now targeting $1.80–$1.85 billion in sales, $375–$415 million in adjusted EBITDA, and $6.75–$7.15 in adjusted diluted EPS. Guidance assumes a 25% tax rate, higher growth capex, and excludes M&A and AVAIL JV equity income.

How did AZZ’s Metal Coatings and Precoat Metals segments perform in Q1 FY2027?

Metal Coatings sales grew 12.3% to $210.3 million with a 30.3% adjusted EBITDA margin. Precoat Metals sales increased 1.5% to $238.2 million and achieved a 21.7% EBITDA margin, supported by price actions and ramp-up at the Washington, Missouri facility.

What is AZZ’s cash flow, leverage, and dividend profile after Q1 FY2027?

AZZ generated $37.1 million in operating cash during the quarter and reported a net leverage ratio of 1.4x trailing twelve-month adjusted EBITDA. The company paid a $0.20 per-share dividend and has announced a 20% increase to $0.24 per share.

What are AZZ’s planned capital expenditures and debt reduction for FY2027?

AZZ expects fiscal 2027 capital expenditures of about $80–$100 million, focused on galvanizing capacity expansions and technology upgrades. It also plans debt reduction of $130–$170 million, supported by adjusted EBITDA targeted at $375–$415 million under its updated guidance.

0000008947false00000089472026-07-082026-07-08

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

July 8, 2026

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

NYSE Texas, Inc.

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 2.02 Results of Operations and Financial Condition.

On July 8, 2026, AZZ Inc. ("AZZ") issued a press release reporting AZZ’s first quarter financial results for the period ended May 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Nor shall the information in this Current Report be incorporated by reference in any other filing with the U.S. Securities and Exchange Commission made by AZZ, whether made before or after the date hereof, unless specifically identified therein as being incorporated therein by reference in such filing.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report.

Exhibit			Description
99.1			Press release, reporting financial results for the first quarter of fiscal year 2027, ended May 31, 2026.

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:

July 8, 2026

By:

/s/ Jason Crawford

Jason Crawford Senior Vice President, Chief Financial Officer and Principal Accounting Officer

AZZ Inc. Reports Fiscal Year 2027 First Quarter Results

Record Quarterly Sales in Both Segments Drives EPS, Cash Flow and Value Creation

Raising Fiscal Year 2027 Guidance

July 8, 2026 - FORT WORTH, TX - AZZ Inc. (NYSE: AZZ), the leading independent provider of hot-dip galvanizing and coil coating solutions, today announced financial results for the first quarter ended May 31, 2026.

Fiscal Year 2027 First Quarter Overview (as compared to prior fiscal year first quarter(1)):

◦Total Sales of $448.5 million, up 6.3%

▪Metal Coatings sales of $210.3 million, up 12.3%

▪Precoat Metals sales of $238.2 million, up 1.5%

◦Net Income of $52.0 million, down 69.6%; prior year results were meaningfully impacted by equity in earnings from our minority interest in the AVAIL JV related to the sale of the Electrical Products Group to nVent Electric plc; Adjusted net income of $55.8 million, up 3.6%

◦GAAP diluted EPS of $1.72 per share, down 69.6% due to equity in earnings from the AVAIL JV as mentioned above; Adjusted diluted EPS of $1.85, up 3.9%

◦Consolidated Adjusted EBITDA of $99.5 million, or 22.2% of sales, versus prior year of $106.4 million, or 25.2% of sales; prior year Q1 included $7.7 million equity in earnings(2) from AVAIL JV operations

◦Segment Adjusted EBITDA margin of 30.3% for Metal Coatings and 21.7% for Precoat Metals

◦Cash flow from operations of $37.1 million

◦Cash dividend of $0.20 per share to common shareholders paid during the quarter, recently announced 20% increase in dividend to $0.24 per share

◦Net leverage ratio of 1.4x

(1) Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and net leverage ratio are non-GAAP financial measures as defined and reconciled in the tables below.

(2) Excludes $165.8 million of the $173.5 million of equity in earnings from the AVAIL JV that is included in prior year Q1 GAAP net income.

Tom Ferguson, President, and Chief Executive Officer of AZZ, commented, "We are off to a great start in the fiscal year as sales grew to $448.5 million, up 6.3% over the prior year quarter. Our sales momentum and disciplined operational execution resulted in Adjusted EBITDA of $99.5 million, or 22.2% of sales, which generated adjusted diluted EPS of $1.85, up 3.9%. Metal Coatings achieved strong, double-digit sales gains on higher volume of galvanized steel. Meanwhile, Precoat Metals reached record first-quarter sales, fueled by a combination of price increases to offset materials and input cost inflation and the ongoing production ramp-up at the Washington, Missouri facility. We are on track to set new sales and profitability records in fiscal year 2027 due to external market visibility as we continue to execute our strategic plans; therefore, we have increased our annual guidance range."

"We ended the quarter with a strong balance sheet and low net debt leverage of 1.4x, providing meaningful financial flexibility as we progress through the year. In the first quarter, we generated $37.1 million in cash from operations and will remain focused on disciplined management of working capital, capital expenditures, and debt throughout the fiscal year. Driven by a proven strategy and disciplined approach to M&A, we are actively pursuing an expanding pipeline of high-quality acquisition targets that will contribute to long-term shareholder value. Finally, I want to thank our AZZ employees as I am proud to work with such a talented group that incorporates pride and passion in everything they do," Ferguson concluded.

1

Segment Performance

First Quarter 2027 Metal Coatings

Sales of $210.3 million increased by 12.3% over the first quarter of last year, primarily due to increased volume supported by project spending in several end markets, including construction, industrial, and infrastructure. Segment Adjusted EBITDA of $63.8 million resulted in Adjusted EBITDA margin of 30.3%, a decrease of 260 basis points from the prior year first quarter due to the sale of land in the prior year quarter and share growth in large projects this year.

First Quarter 2027 Precoat Metals

Sales of $238.2 million increased by 1.5% compared to the first quarter of last year, primarily due to increased sales from the Washington, Missouri facility and the pass-through of higher paint and input costs, partially offset by lower volume due to decreases in construction, infrastructure, HVAC and appliance end markets. Segment EBITDA of $51.8 million resulted in EBITDA margin of 21.7%, an increase of 100 basis points from the prior year first quarter, primarily due to higher sales.

Balance Sheet, Liquidity and Capital Allocation

The Company generated operating cash of $37.1 million for the first three months of fiscal year 2027 through improved earnings, coupled with a continued focus on working capital management. At the end of the first quarter, the Company's net leverage was 1.4x trailing twelve months Adjusted EBITDA. During the first three months of fiscal year 2027, the Company made no debt repayments and returned cash to common shareholders through cash dividend payments totaling $6.0 million. Capital expenditures for the first three months of fiscal year 2027 were $18.7 million, and full fiscal year capital expenditures are expected to be approximately $80 - $100 million.

Financial Outlook — Raising Fiscal Year 2027 Guidance

We are raising our fiscal year guidance for the year ending February 28, 2027, which reflects our confidence in the Company's strategic execution, operational resilience, and market positioning. Fiscal year 2027 guidance reflects our best estimates given expected market conditions for the full year, an annualized effective tax rate of 25% and excludes M&A activity and any federal regulatory changes that may emerge.

			Prior FY2027 Guidance(1)						Revised FY2027 Guidance(1)
Sales			$1.725 - $1.775 billion						$1.80 - $1.85 billion
Adjusted EBITDA			$360 - $400 million						$375 - $415 million
Adjusted Diluted EPS			$6.50 - $7.00						$6.75 - $7.15

(1) FY2027 Guidance Assumptions:

a.The newly built Washington, Missouri plant is expected to be accretive to earnings in FY2027.

b.Capital expenditures are expected to be approximately $80 to $100 million, reflecting an increase in growth capital for hot-dip galvanizing capacity expansions and technology improvements for both Metal Coatings and Precoat Metals.

c.Interest expense is expected to be $35 to $45 million.

d.The annualized effective tax rate of 25% excludes federal regulatory changes that may emerge.

e.Debt reduction in the range of $130 to $170 million.

f.Adjusted Diluted EPS guidance includes adding back amortization related to the Company's intangible assets, adjustments related to the AVAIL JV and debt financing costs related to the refinancing of the Company's Revolving Credit Facility.

g.Excludes all potential M&A activities.

h.Excludes the potential for equity in income (or loss) and cash distributions from AZZ's minority interest in its unconsolidated subsidiary.

Conference Call Details

AZZ Inc. will conduct a live conference call with Tom Ferguson, Chief Executive Officer, Jason Crawford, Chief Financial Officer, and David Nark, Chief Marketing, Communications, and Investor Relations Officer to discuss financial results for the first quarter of the fiscal year 2027, Thursday, July 9, 2026, at 11:00 A.M. ET. Interested parties can access the conference call by dialing (844) 855-9499 or (412) 317-5497 (international). A webcast of the call will be available on the Company's Investor Relations page at http://www.azz.com/investor-relations.

A replay of the call will be available at (855) 669-9658 or (412) 317-0088 (international), replay access code: 5406597 through July 16, 2026, or by visiting http://www.azz.com/investor-relations for the next 12 months.

2

About AZZ Inc.

AZZ Inc. is the leading independent provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets in North America. Collectively, our business segments provide sustainable, unmatched metal coating solutions that enhance the longevity and appearance of buildings, products and infrastructure that are essential to everyday life.

Safe Harbor Statement

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 press release 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 coil coating process; supply chain vendor delays; delays 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.

Company Contact:

David Nark, Chief Marketing, Communications, and Investor Relations Officer

AZZ Inc.

(817) 810-0095

www.azz.com

Investor Contact:

Sandy Martin / Phillip Kupper

Three Part Advisors

(214) 616-2207 or (817) 368-2556

www.threepa.com

3

AZZ Inc.
Condensed Consolidated Statements of Income
(dollars in thousands, except per share data)
(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

AZZ Inc.
Segment Reporting
(dollars in thousands)
(unaudited)
						Three Months Ended May 31,
						2026						2025
Sales:
Metal Coatings						$	210,305					$	187,215
Precoat Metals						238,225						234,747
Total Sales						$	448,530					$	421,962
Adjusted EBITDA:
Metal Coatings						$	63,815					$	61,516
Precoat Metals						51,757						48,477
Infrastructure Solutions						(839)						7,617
Total Segment Adjusted EBITDA(1)						$	114,733					$	117,610

(1) See the non-GAAP disclosure section below for a reconciliation between the various measures calculated in accordance with GAAP to the non-GAAP financial measures.

4

AZZ Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
						As of
						May 31, 2026						February 28, 2026
Assets:
Current assets						$	440,054					$	395,368
Property, plant and equipment, net						609,463						609,305
Other non-current assets, net						1,202,807						1,208,801
Total Assets						$	2,252,324					$	2,213,474
Liabilities and Shareholders’ equity:
Current liabilities						$	228,847					$	232,274
Long-term debt, net						480,604						477,738
Other non-current liabilities						166,829						166,431
Shareholders' equity						1,376,044						1,337,031
Total Liabilities and Shareholders' equity						$	2,252,324					$	2,213,474

AZZ Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
						Three Months Ended May 31,
						2026						2025
Net cash provided by operating activities(1)						$	37,149					$	314,782
Net cash used in investing activities						(18,698)						(17,122)
Net cash used in financing activities						(18,174)						(295,512)
Effect of exchange rate changes on cash						77						(593)
Net decrease 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

(1) For the three months ended May 31, 2025, net cash provided by operating activities includes distributions from AVAIL of $273.2 million. Refer to footnote 4 on page 9.

5

AZZ Inc.

Non-GAAP Disclosure

Adjusted Net Income, Adjusted Earnings Per Share and Adjusted EBITDA

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 May 31, 2025 between the non-GAAP Adjusted Earnings Measures to the most comparable measures, calculated in accordance with GAAP (in thousands, except per share data):

6

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 9.

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 9.

7

Adjusted EBITDA by Segment

			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 9.

			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 9.

8

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)			For the three months ended May 31, 2025, includes restructuring charges related to the closure of two surface technology facilities in our AZZ Metal Coatings segment. See "Item 8. Financial Statements—Note 17" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(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 8. Financial Statements—Note 15" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(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 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 8. Financial Statements—Note 8" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(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" in the Company's Form 10-Q for the first quarter of fiscal year 2027.
(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.

9

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 260.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.0 KB