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  4. [8-K] AZZ INC Reports Material Event

AZZ raises FY2027 adjusted diluted EPS to $7–$7.30

AZZ raised its fiscal 2027 sales, Adjusted EBITDA and adjusted diluted EPS ranges after reporting higher second-quarter sales.

Filing Impact
(High)
Filing Sentiment

Sentiment and the balance of points

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Form Type
8-K

Rhea-AI Filing Summary

AZZ Inc. reported fiscal 2027 second-quarter sales of $486.9 million for the quarter ended August 31, 2026, up 16.7% year over year. Metal Coatings and Precoat Metals sales were $233.5 million and $253.4 million, up 22.9% and 11.5%, respectively; operating income was $83.8 million, up 22.4%. GAAP net income was $58.5 million, down 34.6%, as prior-year results included equity earnings following AVAIL’s sale of the Electrical Products Group. Adjusted net income was $60.1 million, up 28.1%, and adjusted diluted EPS was $2.00, up 29.0%; Adjusted EBITDA was $110.9 million, or 22.8% of sales. Quarterly operating cash flow was $102.8 million, up 76.1%.

AZZ raised FY2027 guidance to sales of $1.825–$1.875 billion, Adjusted EBITDA of $380–$420 million and adjusted diluted EPS of $7.00–$7.30. The outlook reflects expected full-year market conditions, lower interest expense and a 25% annualized effective tax rate; it excludes federal regulatory changes that may emerge and additional potential M&A beyond the Seattle Galvanizing acquisition completed in Q2. During the first half, AZZ completed the $57.5 million Seattle Galvanizing acquisition, repurchased $20.0 million of shares and paid down $15.0 million of debt; the quarterly dividend increased 20% to $0.24 per share. Net leverage was 1.3x trailing-twelve-month Adjusted EBITDA.

5 points · 1 major

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0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.FY2027 adjusted diluted EPS guidance rose to $7.00–$7.30.
  • Moderate pointQuarterly sales reached $486.9 million, up 16.7%.
  • Moderate pointAdjusted diluted EPS rose 29.0% to $2.00.
  • Moderate pointQuarterly operating cash flow increased 76.1% to $102.8 million.
  • Moderate pointQuarterly dividend increased 20% to $0.24 per share.

Negative

  • Moderate pointGAAP net income fell 34.6% to $58.5 million.

Filing Explained

For the six months ended August 31, AZZ reported operating cash provided of $139,991 thousand, versus $373,169 thousand a year earlier. The earlier period included $273.2 million of AVAIL distributions classified as a return on investment, so the year-over-year comparison includes that prior-year investment return.

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, or exhibit attachments filed with this report.
Sales $486.9 million Second quarter ended August 31, 2026; up 16.7% year over year.
Net income $58.5 million Second quarter ended August 31, 2026; down 34.6% year over year.
Adjusted net income $60.1 million Second quarter ended August 31, 2026; up 28.1% year over year.
Diluted EPS $1.94 per share Second quarter ended August 31, 2026; down 34.2% year over year.
Adjusted diluted EPS $2.00 per share Second quarter ended August 31, 2026; up 29.0% year over year.
Adjusted EBITDA $110.9 million Second quarter ended August 31, 2026; 22.8% of sales, versus $88.7 million and 21.3% of sales in the prior-year quarter.
Operating cash flow $102.8 million Second quarter; up 76.1% year over year.
FY2027 sales guidance $1.825–$1.875 billion Revised range; prior guidance was $1.80–$1.85 billion.
Adjusted EBITDA financial
"Consolidated Adjusted EBITDA of $110.9 million"
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.
net leverage ratio financial
"Net leverage ratio | | 1.3x"
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.
annualized effective tax rate financial
"annualized effective tax rate of 25%"
unconsolidated subsidiary financial
"AZZ’s minority interest in its unconsolidated subsidiary"
Sales $486.9 million Up 16.7% year over year
Operating income $83.8 million Up 22.4% year over year
Net income $58.5 million Down 34.6% year over year
Adjusted net income $60.1 million Up 28.1% year over year
Diluted EPS $1.94 per share Down 34.2% year over year
Adjusted diluted EPS $2.00 per share Up 29.0% year over year
Adjusted EBITDA $110.9 million 22.8% of sales; prior-year quarter was $88.7 million, or 21.3% of sales
Operating cash flow $102.8 million Up 76.1% year over year
Guidance

Revised FY2027 guidance: sales of $1.825–$1.875 billion; Adjusted EBITDA of $380–$420 million; adjusted diluted EPS of $7.00–$7.30.

FAQ

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

What were AZZ’s fiscal 2027 second-quarter sales?
AZZ reported total sales of $486.9 million, up 16.7% year over year. Metal Coatings sales were $233.5 million, up 22.9%, while Precoat Metals sales were $253.4 million, up 11.5%.

Why did AZZ’s GAAP net income decline in the second quarter?
GAAP net income was $58.5 million, down 34.6%, as the prior-year quarter included equity earnings following AVAIL’s sale of the Electrical Products Group. Adjusted net income was $60.1 million, up 28.1%.

What assumptions does AZZ’s FY2027 guidance use?
AZZ’s guidance reflects expected market conditions for the full year, lower interest expense and an annualized effective tax rate of 25%. Assumptions include capital expenditures of approximately $80 million to $100 million and debt reduction of $100 million to $140 million. It excludes potential federal regulatory changes, additional M&A beyond the Seattle Galvanizing acquisition, and potential equity income or loss and cash distributions from AZZ’s minority interest in its unconsolidated subsidiary.

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

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0000008947falseNYSETX00000089472026-10-132026-10-130000008947azz:NYSETXMember2026-10-132026-10-13

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
October 13, 2026
Date of Report (Date of earliest event reported)

AZZ Inc.
(Exact name of Registrant as specified in its charter)
Texas1-1277775-0948250
(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 SymbolName of each exchange on which registered
Common Stock  AZZNew 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 October 13, 2026, AZZ Inc. ("AZZ") issued a press release reporting AZZ’s second quarter financial results for the period ended August 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.
ExhibitDescription
99.1
Press release, reporting financial results for the second quarter of fiscal year 2027, ended August 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:
October 13, 2026
By:
 /s/ Jason Crawford
Jason Crawford
Senior Vice President, Chief Financial Officer and
Principal Accounting Officer







AZZ Inc. Reports Fiscal Year 2027 Second Quarter Results
Record Quarterly Sales and Earnings In Both Segments
Drive Strong EPS Growth, Cash Flow and Shareholder Value
Raising Fiscal Year 2027 Guidance
October 13, 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 second quarter ended August 31, 2026.
Fiscal Year 2027 Second Quarter Overview (as compared to prior fiscal year second quarter(1)):
◦Total sales of $486.9 million, up 16.7%
▪Metal Coatings sales of $233.5 million, up 22.9%
▪Precoat Metals sales of $253.4 million, up 11.5%
◦Operating income of $83.8 million, up 22.4%
◦Net income of $58.5 million, down 34.6%; prior year results were meaningfully impacted by equity in earnings following the recognition of our proportionate share of the gain related to AVAIL's sale of the Electrical Products Group; Adjusted net income of $60.1 million, up 28.1%
◦GAAP diluted EPS of $1.94 per share, down 34.2% due to equity in earnings from the AVAIL JV as mentioned above; Adjusted diluted EPS of $2.00, up 29.0%
◦Consolidated Adjusted EBITDA of $110.9 million, or 22.8% of sales, versus prior year of $88.7 million, or 21.3% of sales
◦Segment Adjusted EBITDA margin of 30.7% for Metal Coatings and 21.2% for Precoat Metals
◦Cash flow from operations for the quarter of $102.8 million, up 76.1%
◦Completed the acquisition of Seattle Galvanizing in Arlington, Washington
◦Repurchased 136,303 shares of common stock, or $20.0 million at an average purchase price of $146.71
◦Cash dividend of $0.24 per share to common shareholders paid during the quarter
◦Net leverage ratio was 1.3x on the trailing twelve months Adjusted EBITDA
(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.
Tom Ferguson, President, and Chief Executive Officer of AZZ, commented, "Our record second-quarter sales of $486.9 million, up 16.7%, reflects not only strong execution but also the strength of our long-term strategy and the durability of our business model. Across our Metal Coatings and Precoat Metals segments, we continue to invest in strategic capabilities, operational excellence, and targeted growth initiatives that reinforce our competitive advantages and create sustainable value for our customers and shareholders. During the quarter, we benefited from organic sales growth, the continued ramp-up of our new Washington, Missouri facility within our Precoat Metals segment, and the completion of a strategic Metal Coatings acquisition in the Pacific Northwest. I am pleased with our record-setting performance during the first half of the year and we are on track to set new sales and profitability records for fiscal year 2027. We are increasing our annual financial guidance to reflect our quarterly performance, sustained sales momentum across both segments and increased confidence in our outlook for the remainder of fiscal year 2027."
"We continued to strengthen our balance sheet and return value to shareholders, reducing debt by $15 million, repurchasing $20.0 million of common stock, increasing our quarterly cash dividend by 20% to $0.24 per share and completing the strategic acquisition of Seattle Galvanizing. In the first half of fiscal year 2027, we generated $140 million in operating cash and will continue to focus on disciplined management of working capital, capital expenditures, and debt. We believe the combination of organic growth, strategic acquisitions, and operational excellence will further strengthen AZZ's market leadership and drive long-term value creation. Most importantly, none of this would be possible without the dedication of our employees. Their unwavering commitment to safety,
1

service, and operational execution remains the foundation of our success, and I want to thank every AZZ associate for the pride and passion they bring to our organization each day." Ferguson concluded.
Segment Performance
Second Quarter 2027 Metal Coatings
Sales of $233.5 million increased by 22.9% compared to the second quarter of last year, primarily due to a higher volume of steel processed, driven by increases in the construction, industrial, infrastructure, and transportation end markets, and higher average selling prices in response to inflationary pressures. Segment Adjusted EBITDA of $71.6 million resulted in Adjusted EBITDA margin of 30.7%.
Second Quarter 2027 Precoat Metals
Sales of $253.4 million increased 11.5% compared with the second quarter of last year. The increase reflected higher coil-coating volume and average selling prices, including vendor price increases passed through to customers. Higher sales from the Washington, Missouri facility also contributed. These gains were partially offset by lower volume in HVAC and appliances, transportation, and other end markets. Segment Adjusted EBITDA of $53.8 million resulted in Adjusted EBITDA margin of 21.2%, an increase of 100 basis points from the prior year second quarter, primarily due to higher sales.
Balance Sheet, Liquidity and Capital Allocation
The Company generated operating cash of $140.0 million for the first six months of fiscal year 2027 through improved earnings from our Metal Coatings and Precoat Metals segments. At the end of the second quarter, the Company's net leverage improved to 1.3x trailing twelve months Adjusted EBITDA. During the first six months of fiscal year 2027, the Company completed the acquisition of Seattle Galvanizing in the Metal Coatings segment for $57.5 million, repurchased $20.0 million of common stock, paid down debt of $15.0 million, and returned cash to common shareholders through cash dividend payments totaling $13.2 million. Capital expenditures for the first six months of fiscal year 2027 were $37.2 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, lower interest expense, 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$1.80 - $1.85 billion$1.825 - $1.875 billion
Adjusted EBITDA$375 - $415 million$380 - $420 million
Adjusted Diluted EPS$6.75 - $7.15$7.00 - $7.30
(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 $100 to $140 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 any additional potential M&A activities beyond the Seattle Galvanizing acquisition completed in Q2 FY2027.
h.Excludes the potential for equity in income (or loss) and cash distributions from AZZ's minority interest in its unconsolidated subsidiary.
2

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 second quarter of the fiscal year 2027, Wednesday, October 14, 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 https://investor.azz.com/.
A replay of the call will be available at (855) 669-9658 or (412) 317-0088 (international), replay access code: 2902662 through October 21, 2026, or by visiting https://investor.azz.com/ for the next 12 months.
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 in the construction markets; infrastructure; transportation; HVAC & appliance; container; and the metal coatings end markets. We could also experience additional inflationary increases in production costs such as higher labor, component and raw material costs, particularly for zinc and natural gas 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
3

Investor Contact:
Sandy Martin / Phillip Kupper
Three Part Advisors
(214) 616-2207
www.threepa.com








—Financial tables on the following page—
4

AZZ Inc.
Condensed Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
Three Months Ended August 31,Six Months Ended August 31,
2026202520262025
Sales$486,892 $417,275 $935,422 $839,237 
Cost of sales364,766 315,983 701,127 633,815 
Gross margin122,126 101,292 234,295 205,422 
Selling, general and administrative38,345 32,831 73,481 67,412 
Operating income83,781 68,461 160,814 138,010 
Interest expense, net(10,807)(13,665)(22,071)(32,228)
Equity in earnings of unconsolidated subsidiary6,789 59,345 7,298 232,868 
Other income (expense), net27 188 (233)1,515 
Income before income taxes79,790 114,329 145,808 340,165 
Income tax expense21,339 24,983 35,351 79,911 
Net income$58,451 $89,346 $110,457 $260,254 
Basic earnings per common share$1.95 $2.97 $3.69 $8.68 
Diluted earnings per common share$1.94 $2.95 $3.66 $8.61 
Weighted average shares outstanding—Basic 29,997 30,037 29,964 29,992 
Weighted average shares outstanding—Diluted30,123 30,244 30,145 30,243 
Cash dividends declared per common share$0.24 $0.20 $0.44 $0.37 

AZZ Inc.
Segment Reporting
(dollars in thousands)
(unaudited)
Three Months Ended August 31,Six Months Ended August 31,
2026202520262025
Sales:
Metal Coatings$233,519 $189,984 $443,824 $377,199 
Precoat Metals
253,373 227,291 491,598 462,038 
Total Sales$486,892 $417,275 $935,422 $839,237 
Adjusted EBITDA:
Metal Coatings$71,576 $58,538 $135,391 $120,053 
Precoat Metals
53,821 45,945 105,578 94,421 
Infrastructure Solutions126 (2,320)(713)5,297 
Total Segment Adjusted EBITDA(1)
$125,523 $102,163 $240,256 $219,771 
(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.
5

AZZ Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
As of
August 31, 2026February 28, 2026
Assets:
Current assets$455,395 $395,368 
Property, plant and equipment, net617,568 609,305 
Other non-current assets, net1,264,995 1,208,801 
Total Assets$2,337,958 $2,213,474 
Liabilities and Shareholders' equity:
Current liabilities$254,017 $232,274 
Long-term debt, net468,470 477,738 
Other non-current liabilities200,396 166,431 
Shareholders' equity1,415,075 1,337,031 
Total Liabilities and Shareholders' equity$2,337,958 $2,213,474 

AZZ Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
Six Months Ended August 31,
20262025
Net cash provided by operating activities(1)
$139,991 $373,169 
Net cash used in investing activities(2)
(78,893)(66,491)
Net cash used in financing activities(59,981)(306,614)
Effect of exchange rate changes on cash131 (655)
Net decrease in cash and cash equivalents1,248 (591)
Cash and cash equivalents at beginning of period705 1,488 
Cash and cash equivalents at end of period$1,953 $897 
(1)
For the six months ended August 31, 2025, net cash provided by operating activities includes distributions from AVAIL of $273.2 million, deemed to be a return on investment. Refer to footnote five on page 11.
(2)
For the six months ended August 31, 2026, net cash used in investing activities includes distributions from AVAIL of $15.7 million, deemed to be a return of investment. Refer to footnote five on page 11.
6

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) acquisition costs, 4) additional stock compensation expense related to the adoption of our executive retiree long-term incentive program, 5) certain adjustments related to the Company's unconsolidated joint venture, and 6) 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 and six months ended August 31, 2026 and August 31, 2025 from the non-GAAP Adjusted Earnings Measures to the most comparable measures, calculated in accordance with GAAP (in thousands, except per share data):
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Adjusted Net Income and Adjusted Earnings Per Share
Three Months Ended August 31,Six Months Ended August 31,
2026202520262025
Amount
Per
 Diluted Share(1)
Amount
Per
 Diluted Share(1)
Amount
Per
 Diluted Share(1)
Amount
Per
 Diluted Share(1)
Net income$58,451 $1.94 $89,346 $2.95 $110,457 $3.66 $260,254 $8.61 
Adjustments:
Amortization of intangible assets5,941 0.20 5,823 0.19 11,667 0.39 11,557 0.38 
Restructuring charges(2)
— — — — — — 3,827 0.13 
Acquisition costs(3)
2,771 0.09 — — 2,771 0.09 — — 
Executive retiree long-term incentive program(4)
— — — — — — 2,185 0.07 
AVAIL JV equity in earnings adjustment(5)
(6,663)(0.22)(61,639)(2.04)(8,011)(0.27)(227,465)(7.52)
Write-off of debt financing costs(6)
— — — — 572 0.02 — — 
Subtotal2,049 0.07 (55,816)(1.84)6,999 0.23 (209,896)(6.94)
Tax impact(7)
(365)(0.01)13,396 0.44 (1,553)(0.05)50,375 1.67 
Total adjustments1,684 0.06 (42,420)(1.40)5,446 0.18 (159,521)(5.27)
Adjusted net income and adjusted earnings per share (non-GAAP)$60,135 $2.00 $46,926 $1.55 $115,903 $3.84 $100,733 $3.33 
Weighted average shares outstanding—Diluted for Adjusted earnings per share30,123 30,244 30,145 30,243 
    See notes below tables.
8

Adjusted EBITDA
Three Months Ended August 31,Six Months Ended August 31,
2026202520262025
Net income$58,451 $89,346 $110,457 $260,254 
Interest expense10,807 13,665 22,071 32,228 
Income tax expense21,339 24,983 35,351 79,911 
Depreciation and amortization24,168 22,372 47,687 44,199 
Adjustments:
Restructuring charges(2)
— — — 3,827 
Acquisition costs(3)
2,771 — 2,771 — 
Executive retiree long-term incentive program(4)
— — — 2,185 
AVAIL JV equity in earnings adjustment(5)
(6,663)(61,639)(8,011)(227,465)
Adjusted EBITDA (non-GAAP)$110,873 $88,727 $210,326 $195,139 
See notes below tables.
Adjusted EBITDA by Segment—Quarter-to-Date
Three Months Ended August 31, 2026
Metal CoatingsPrecoat MetalsInfra-
structure Solutions		CorporateTotal
Net income (loss)$64,104 $43,334 $6,789 $(55,776)$58,451 
Interest expense— — — 10,807 10,807 
Income tax expense— — — 21,339 21,339 
Depreciation and amortization7,472 10,487 — 6,209 24,168 
Adjustments:
Acquisition costs(3)
— — — 2,771 2,771 
AVAIL JV equity in earnings adjustment(5)
— — (6,663)— (6,663)
Adjusted EBITDA (non-GAAP)$71,576 $53,821 $126 $(14,650)$110,873 
See notes below tables.
Three Months Ended August 31, 2025
Metal CoatingsPrecoat MetalsInfra-
structure Solutions		CorporateTotal
Net income (loss)$51,708 $36,521 $59,319 $(58,202)$89,346 
Interest expense— — — 13,665 13,665 
Income tax expense— — — 24,983 24,983 
Depreciation and amortization6,830 9,424 — 6,118 22,372 
Adjustments:
AVAIL JV equity in earnings adjustment(5)
— — (61,639)— (61,639)
Adjusted EBITDA (non-GAAP)$58,538 $45,945 $(2,320)$(13,436)$88,727 
See notes below tables.
9

Adjusted EBITDA by Segment—Year-to-Date
Six Months Ended August 31, 2026
Metal CoatingsPrecoat MetalsInfra-
structure Solutions		CorporateTotal
Net income (loss)$120,653 $84,869 $7,298 $(102,363)$110,457 
Interest expense— — — 22,071 22,071 
Income tax expense— — — 35,351 35,351 
Depreciation and amortization14,738 20,709 — 12,240 47,687 
Adjustments:
Acquisition costs(3)
— — — 2,771 2,771 
AVAIL JV equity in earnings adjustment(5)
— — (8,011)— (8,011)
Adjusted EBITDA (non-GAAP)$135,391 $105,578 $(713)$(29,930)$210,326 
See notes below tables.
Six Months Ended August 31, 2025
Metal CoatingsPrecoat MetalsInfra-
structure Solutions		CorporateTotal
Net income (loss)$102,378 $75,875 $232,762 $(150,761)$260,254 
Interest expense— — — 32,228 32,228 
Income tax expense— — — 79,911 79,911 
Depreciation and amortization13,490 18,546 — 12,163 44,199 
Adjustments:
Restructuring charges(2)
3,827 — — — 3,827 
Executive retiree long-term incentive program(4)
358 — — 1,827 2,185 
AVAIL JV equity in earnings adjustment(5)
— — (227,465)— (227,465)
Adjusted EBITDA (non-GAAP)$120,053 $94,421 $5,297 $(24,632)$195,139 
See notes below tables.
10

Debt Leverage Ratio Reconciliation
Trailing Twelve Months Ended
August 31, 2026February 28, 2026
Gross debt$500,000 $515,000 
Less: Cash per bank statement(6,800)(13,227)
Add: Finance lease liability45,650 13,746 
Consolidated indebtedness$538,850 $515,519 
Net income$167,463 $317,260 
Depreciation and amortization93,543 90,056 
Interest expense45,493 55,650 
Income tax expense58,495 103,055 
EBITDA364,994 566,021 
Cash items(8)
8,200 5,426 
Non-cash items(9)
14,057 14,832 
Equity in earnings, net of distributions15,836 (209,733)
Adjusted EBITDA per Credit Agreement$403,087 $376,546 
Net leverage ratio1.3x1.4x
(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)
The six months ended August 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 second quarter of fiscal year 2027.
(3)
The three and six months ended August 31, 2026 include expenses related to the Seattle Galvanizing acquisition. For further information about the Seattle Galvanizing acquisition, see "Item 1. Financial Statements—Note 2" in the Company's Form 10-Q for the second quarter of fiscal year 2027.
(4)
During the six months ended August 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 second quarter of fiscal year 2027.
(5)
On May 14, 2026, AVAIL completed the sale of Rig-A-Lite. The three and six months ended August 31, 2026 include $8.0 million, which represents the gain related to the sale of Rig-A-Lite. During the first quarter of fiscal 2026, AVAIL completed the sale of the Electrical Products Group. The three and six months ended August 31, 2025 include $61.6 million and $227.5 million, respectively, which represent the gain related to the sale of the EPG, partially offset by an impairment loss on the AVAIL JV and an adjustment related to a change in AVAIL's transfer pricing policy. For additional information about the AVAIL JV, see "Item 8. Financial Statements—Note 8" in the Company's Form 10-Q for the second quarter of fiscal year 2027.
(6)
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 second quarter of fiscal year 2027.
(7)
For the three and six months ended August 31, 2026, the tax impact includes a non-GAAP effective tax rate of 24.0% for amortization of intangible assets, acquisition costs, and the write-off of debt financing costs, and non-GAAP effective tax rates of 25.9% and 25.6%, respectively, for the AVAIL JV equity in earnings adjustment.
For the three and six months ended August 31, 2025, the non-GAAP effective tax rate is estimated at 24.0%.
(8)
Cash items include certain legal settlements, retirement and other severance expenses, restructuring charges associated with the AZZ Metal Coatings segment, acquisition costs, and other accruals.
(9)
Non-cash items include stock-based compensation expense.
11

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