[8-K] AZZ Inc. Reports Material Event

Rhea-AI Filing Summary

International Flavors & Fragrances Inc. (NYSE: IFF) filed an 8-K on Aug 5 2025. Item 2.02 furnishes a press release (Exhibit 99.1) with Q2 2025 results and announces a live webcast on Aug 6 2025 at 9:00 a.m. ET; a recorded replay will remain on the investor‐relations site for one year.

Item 8.01 discloses a new $500 million share-repurchase program. The authorization has no expiration date. Repurchases can occur via open-market, privately negotiated or Rule 10b5-1 trades and will be funded by cash on hand and operating cash flow. The board will periodically review and may modify the program’s size or duration.

• Exhibit 99.1: Q2 2025 earnings press release (furnished, not filed).
• Exhibit 104: cover-page Inline XBRL.
• Listed securities: common stock (IFF) and 1.800% senior notes due 2026.

No other material events or financial statements were included in this report.

Positive

• $500 million share-repurchase authorization provides immediate capital-return capacity and potential EPS accretion.
• Flexible execution methods (open-market, private, 10b5-1) enhance buyback efficiency and governance oversight.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: $500 m buyback adds shareholder-friendly catalyst; earnings detail not in filing.

The newly authorized $500 million repurchase (~5-6 % of market cap) signals management’s confidence in cash generation and valuation. Lack of term flexibility lets IFF pace purchases with liquidity and leverage targets, supporting EPS accretion. Because Item 2.02 only furnishes a press release, investors must review Exhibit 99.1 for core metrics and margin trajectory before revising models. Overall, the filing is modestly positive, offering capital-return upside without introducing new risks.

Corporate Governance Specialist

TL;DR: Board’s open-ended authorization increases capital-allocation flexibility.

The board empowered management to execute repurchases through multiple channels, including 10b5-1 plans, limiting blackout constraints and potential insider-trading concerns. Open-ended duration avoids recurring approvals and may improve execution timing, but periodic board reviews retain oversight. No material adverse events are disclosed, and governance practices align with peer norms.

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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

August 5, 2025

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.

Sixth Amendment to Credit Agreement

On August 5, 2025, AZZ Inc. (the "Company") entered into the Sixth Amendment to its existing Credit Agreement referenced below with Citibank, N.A. (“Citi”), as Administrative Agent and Collateral Agent and the requisite lenders (the "Sixth Amendment"). The Sixth 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 (as thereafter amended, the "Credit Agreement").

The Sixth Amendment reduces the interest rate of the Term Loan B by 75 basis points to Adjusted Term SOFR + 175 basis points from Adjusted Term SOFR + 250 basis points. The capitalized terms in the preceding sentence shall have the meanings given to such terms in the Credit Agreement. This is the fourth spread rate repricing the Company has completed with respect to the Term Loan B since the loan was entered into, resulting in interest rate margin savings of 250 basis points in total with respect to the Term Loan B since its issuance in May 2022.

This summary of the Sixth 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 Sixth Amendment, a copy of which is attached to this Current Report on Form 8-K 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 Sixth Amendment is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit			Description
10.1			Sixth Amendment to Credit Agreement, dated as of August 5, 2025, 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 August 5, 2025.
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: August 5, 2025			By: /s/ Tara D. Mackey
			Tara D. Mackey Chief Legal Officer and Secretary

FAQ

When will IFF (NYSE: IFF) discuss its Q2 2025 earnings?

Management will host a webcast on August 6 2025 at 9:00 a.m. ET.

How large is IFF's new share-repurchase program?

The board authorized up to $500 million in common-stock repurchases.

Does the buyback program have an expiration date?

No. The authorization is open-ended; the board may adjust its size or term periodically.

How will IFF fund the repurchases?

Management plans to use existing cash and operating cash flow.

Where can investors access the detailed Q2 2025 results?

Full results are in Exhibit 99.1 to the 8-K and on the company’s IR website.