UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 3031, ~~2024~~2025


☐			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

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 ~~January~~July 2, 2025, the registrant had outstanding 2930,~~882~~014,~~176~~037 shares of common stock; $1.00 par value per share.

Table of Contents

		PAGENO.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	7
	Notes to Condensed Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3026
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4539
Item 4.	Controls and Procedures	4539
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	4539
Item 1A.	Risk Factors	4639
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4639
Item 5	Other Information	4639
Item 6.	Exhibits	4741
	SIGNATURES	4842

Table of Contents

PART I. FINANCIAL INFORMATION

AZZ INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)

As of

November 30, 2024

February 29, 2024

May 31, 2025

February 28, 2025

Assets

Current assets:

Cash and cash equivalents

13,~~484~~043

41,~~349~~488

Trade accounts receivable, net of allowance for credit losses of $2,204 and $2,347 at November 30, 2024 and February 29, 2024, respectively

139,843

142,246

Trade accounts receivable, net of allowance for credit losses of $431 and $419 at May 31, 2025 and February 28, 2025, respectively

153,496

135,149

Other receivables

2814,~~499~~919

1512,~~599~~932

Inventories

~~114~~110,~~701~~759

~~117~~112,~~656~~313

Contract assets

99109,~~158~~093

79106,~~335~~507

Prepaid expenses and other

1016,~~720~~635

7,~~814~~055

Total current assets

~~394~~407,~~405~~945

~~366~~375,~~999~~444

Property, plant and equipment, net

~~580~~597,~~178~~892

~~541~~592,~~652~~941

Right-of-use assets

2527,~~888~~544

2325,~~739~~951

Goodwill

704,~~569~~873

~~705~~703,~~468~~863

Deferred tax assets

54,~~563~~015

53,~~606~~620

Intangible assets, net

~~427~~413,~~812~~207

~~445~~421,~~435~~850

Investment in AVAIL joint venture

~~102,121~~—

9899,~~169~~379

Other assets

43,~~014~~709

84,~~437~~053

Total assets

2,~~244~~159,~~550~~185

2,~~195~~227,~~505~~101

Liabilities, Mezzanine Equity and Shareholders’ Equity

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable

97107,~~798~~196

88106,~~001~~471

Income taxes payable

254,~~723~~608

~~172~~602

Accrued salaries and wages

3420,~~286~~458

3037,~~823~~742

Other accrued liabilities

8079,~~051~~631

68,~~651~~428

Lease liability, short-term

78,~~434~~204

67,~~659~~749

Total current liabilities

~~222~~270,~~292~~097

~~194~~220,~~306~~992

Long-term debt, net

~~879~~569,~~548~~807

~~952~~852,~~742~~365

Lease liability, long-term

1920,~~255~~168

1719,~~827~~012

Deferred tax liabilities

4439,~~544~~355

3842,~~567~~819

Other long-term liabilities

4945,~~323~~460

5746,~~572~~418

Total liabilities

1944,~~214,962~~887

1,~~261~~181,~~014~~606

Commitments and contingencies (Note 16)

Commitments and contingencies (Note 18)

Mezzanine equity:

Series A Preferred Stock, $1,000 par value; 100,000 shares authorized; 240 shares issued and outstanding February 29, 2024; aggregate liquidation preference $312,520 at February 29, 2024

—

233,722

Shareholders’ equity:

Common stock, $1 par value; 100,000 shares authorized; 29,877 and 25,102 shares issued and outstanding at November 30, 2024 and February 29, 2024, respectively

29,877

25,102

Common stock, $1 par value; 100,000 shares authorized; 30,007 and 29,913 shares issued and outstanding at May 31, 2025 and February 28, 2025, respectively

30,007

29,913

Capital in excess of par value

~~415~~418,~~059~~399

~~103~~418,~~330~~004

Retained earnings

~~594~~774,~~034~~981

~~576~~609,~~231~~158

Accumulated other comprehensive loss

(9,~~382~~089)

(311,~~894~~580)

Total shareholders’ equity

1,~~029~~214,~~588~~298

~~700~~1,~~769~~045,495

Total liabilities, mezzanine equity and shareholders' equity

2,244,550

2,195,505

Total liabilities and shareholders' equity

2,159,185

2,227,101

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AZZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share and dividend amounts)

(Unaudited)

	Three Months Ended November 30,				Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023		2024		2023
	2025		2024
Sales	$	~~403~~421,~~654~~962	$	~~381~~413,~~605~~208	$	~~1,225,869~~	$	~~1,171,020~~
Cost of sales	~~305~~317,~~876~~832		~~293~~310,~~456~~538		~~921,907~~		~~888,606~~
Gross margin	97104,~~778~~130		88102,~~149~~670		~~303,962~~		~~282,414~~
Selling, general and administrative	3934,~~243~~581		3532,~~325~~921		~~108,032~~		~~103,087~~
Operating income	5869,~~535~~549		5269,~~824~~749		~~195,930~~		~~179,327~~
Interest expense, net	(1918,~~223~~563)		(2522,~~855~~774)		~~(63,906)~~		~~(82,331)~~
Equity in earnings of unconsolidated subsidiaries	7173,~~168~~523		83,~~742~~824		~~12,470~~		~~11,136~~
Other income (expense), net	(763)		(41)		(142)		9
Other income, net	1,327		204
Income before income taxes	45225,~~717~~836		3551,~~670~~003		~~144,352~~		~~108,141~~
Income tax expense	1254,~~114~~928		811,~~780~~401		~~35,728~~		~~24,397~~
Net income	33170,~~603~~908		2639,~~890~~602		~~108,624~~		~~83,744~~
Series A Preferred Stock Dividends	—		(31,~~600~~200)		~~(1,200)~~		~~(10,800)~~
Redemption premium on Series A Preferred Stock	—		—(75,198)		~~(75,198)~~		—
Net income available to common shareholders	$	33,603	$	23,290	$	32,226	$	72,944
Net income (loss) available to common shareholders	$	170,908	$	(36,796)
Basic earnings per common share	$	1.12	$	0.93	$	1.12	$	2.91
Basic earnings (loss) per common share	$	5.71	$	(1.38)
Diluted earnings per common share	$	1.12	$	0.92	$	1.11	$	2.86
Diluted earnings (loss) per common share	$	5.66	$	(1.38)
Weighted average shares outstanding - Basic	29,~~879~~941		2526,~~077~~751		~~28,819~~		~~25,024~~
Weighted average shares outstanding - Diluted	30,~~118~~217		2926,~~330~~751		~~29,076~~		~~29,278~~
Cash dividends declared per common share	$	0.17	$	0.17	$	~~0.51~~	$	~~0.51~~

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AZZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended November 30,				Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023		2024		2023
	2025		2024
Net income available to common shareholders	$	33,603	$	23,290	$	32,226	$	72,944
Net income (loss) available to common shareholders	$	170,908	$	(36,796)
Other comprehensive income (loss):
Other comprehensive income:
Unrealized translation loss	(1,943)		(59)		(1,504)		(21)
Foreign currency translation adjustments:
Unrealized translation loss for unconsolidated subsidiary(1)	(730)		3,088		(1,261)		1,314
Unrealized translation gain (loss)	1,956		(425)
Unrealized translation gain (loss) for unconsolidated subsidiary, net of tax(1)	241		—
Unrealized gain (loss) on derivatives qualified for hedge accounting:
Unrealized gain (loss) on interest rate swap, net of tax(2)	~~1,037~~339		~~(22)~~2,219		~~194~~		~~1,847~~
Amounts reclassified from accumulated other comprehensive income to earnings, net of tax(3)	(~~663~~48)		(1,~~057~~100)		~~(2,876)~~		~~(2,544)~~
Unrealized gain on interest rate swap, net of tax for unconsolidated subsidiary(4)	(188)		(93)		(41)		20
Unrealized gain (loss) on interest rate swap, net of tax for unconsolidated subsidiary(4)	3		141
Other comprehensive income (loss)	(2,487)		1,857		(5,488)		616
Other comprehensive income	2,491		835
Comprehensive income	$	31,116	$	25,147	$	26,738	$	73,560
Comprehensive income (loss)	$	173,399	$	(35,961)
(1) Unrealized translation loss for unconsolidated subsidiary is related to our unconsolidated investment in the AVAIL JV and represents our 40% interest in this amount. Net of tax benefit of $(227) and $(438) for the three and nine months ended November 30, 2024, respectively, and $0 for both the three and nine months ended November 30, 2023.
(2) Net of tax expense (benefit) of $327 and ($8) for the three months ended November 30, 2024 and 2023, respectively. Net of tax expense (benefit) of ($15) and $671 for the nine months ended November 30, 2024 and 2023, respectively.
(3) Net of tax benefit of ($209) and ($384) for the three months ended November 30, 2024 and 2023, respectively. Net of tax benefit of $(908) and $(924) for the nine months ended November 30, 2024 and 2023, respectively. See Note 8.
(4) Unrealized gain (loss) on interest rate swap, net of tax for unconsolidated subsidiary is related to our unconsolidated investment in the AVAIL JV and represents our 40% interest in this amount. Net of tax expense (benefit) of ($59) and ($34) for the three months ended November 30, 2024 and 2023, respectively. Net of tax expense (benefit) of ($13) and $7 for the nine months ended November 30, 2024 and 2023, respectively.



(1)			Unrealized translation loss for unconsolidated subsidiary is related to our unconsolidated investment in the AVAIL JV and represents our 40% interest in this amount. Net of tax expense of $76 for the three months ended May 31, 2025.
(2)			Net of tax expense of $113 and $625 for the three months ended May 31, 2025 and May 31, 2024, respectively.
(3)			Net of tax benefit of ($16) and ($348) for the three months ended May 31, 2025 and May 31, 2024, respectively. See Note 8.
(4)			Unrealized gain (loss) on interest rate swap, net of tax for unconsolidated subsidiary is related to our unconsolidated investment in the AVAIL JV and represents our 40% interest in this amount. Net of tax expense of $1 and $44 for the three months ended May 31, 2025 and May 31, 2024, respectively.

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AZZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023
	2025		2024
Cash flows from operating activities
Net income available to common shareholders	$	32,226	$	72,944
Net income (loss) available to common shareholders	$	170,908	$	(36,796)
Plus: Dividends on Series A Preferred Stock	~~1,200~~—		101,~~800~~200
Plus: Redemption premium on Series A Preferred Stock	~~75,198~~—		—75,198
Net income	~~108~~170,~~624~~908		8339,~~744~~602
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense (recovery)	(66)		53
Bad debt expense	320		330
Depreciation and amortization	6121,~~383~~827		5920,~~034~~323
Deferred income taxes	7(4,~~421~~056)		~~(274)~~3,164
Equity in earnings of unconsolidated entities	(12173,~~470~~523)		(113,~~136~~824)
Distribution on investment in AVAIL joint venture	6273,~~764~~223		—539
Net gain on sale of property, plant and equipment	(397)		(39)
Restructuring charges	3,744		—
Amortization of debt financing costs	9,359		9,105
Net gain on sale of property, plant and equipment	(2,686)		(16)
Share-based compensation expense	11,244		6,207
Amortization of debt financing costs	3,198		3,109
Changes in current assets and current liabilities	2,909		38,819
Share-based compensation expense	5,086		2,535
Changes in other long-term assets and long-term liabilities	(9,174)		(4,585)
Changes in current assets and current liabilities	17,768		7,610
Net cash provided by operating activities	185,597		180,928
Changes in other long-term assets and long-term liabilities	(1,027)		(1,428)
Net cash provided by operating activities	314,782		71,944
Cash flows from investing activities
Purchase of property, plant and equipment	(8520,~~942~~896)		(6627,~~900~~396)
Proceeds from sale of property, plant and equipment	~~842~~3,774		4717
Net cash used in investing activities	(8517,~~100~~122)		(6627,~~853~~379)
Cash flows from financing activities
Proceeds from issuance of common stock	~~310,237~~—		1308,~~465~~723
Redemption of Preferred Stock	(308,920)		—
Redemption of Series A Preferred Stock	—		(308,920)
Tax payments related to net share settlement of equity awards	(4,977)		(791)
Tax payments related to common stock issued under stock-based plans	(4,598)		(4,567)
Proceeds from Revolving Credit Facility	~~271~~210,000		~~189~~75,000
Payments on Revolving Credit Facility	(~~261~~160,000)		(~~274~~70,000)
Payments of debt financing costs	(~~1,541~~20)		(~~1,299~~715)
Payments on long term debt and finance lease liabilities	(90,689)		(268)
Payments on long term debt and finance leases	(335,809)		(30,196)
Payments of dividends	(185,~~022~~085)		(237,~~551~~867)
Net cash used in financing activities	(~~103~~295,~~912~~512)		(~~109~~38,~~444~~542)
Effect of exchange rate changes on cash	~~550~~(593)		58174
Net increase (decrease) in cash and cash equivalents	(2,865)		4,689
Net increase in cash and cash equivalents	1,555		6,197
Cash and cash equivalents at beginning of period	41,~~349~~488		24,~~820~~349
Cash and cash equivalents at end of period	$	13,~~484~~043	$	710,~~509~~546

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AZZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

				Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
	Common Stock	~~Common Stock~~		Capital inExcess ofPar Value		~~Capital inExcess ofPar Value~~RetainedEarnings		~~RetainedEarnings~~AccumulatedOtherComprehensiveLoss		~~AccumulatedOtherComprehensiveLoss~~Total		~~Total~~
	Shares	Amount		~~Shares~~										~~Amount~~
Balance at August 31, 2024				29,877		$	29,877	$	411,263	$	565,511	$	(6,895)		$	999,756
Balance at March 31, 2025	29,913	$	29,913	$	418,004	$	609,158	$	(11,580)	$	1,045,495
Share-based compensation	—	—		—5,086		—		~~3,796~~—		—5,086		—			~~3,796~~
Cash dividends paid on common stock				—		—		—		(5,080)		—			(5,080)
Common stock issued under stock-based plans and related tax expense	94	94		(4,691)		—		—		(4,597)
Net income				—		—		—		33,603		—			33,603
Cash dividends paid on common stock	—	—		—		(5,085)		—		(5,085)
Other comprehensive loss				—		—		—		—		(2,487)			(2,487)
Net income	—	—		—		170,908		—		170,908
Balance at November 30, 2024				29,877		$	29,877	$	415,059	$	594,034	$	(9,382)		$	1,029,588
Other comprehensive income	—	—		—		—		2,491		2,491
				Nine Months Ended November 30, 2024
Balance at May 31, 2025	30,007	$	30,007	$	418,399	$	774,981	$	(9,089)	$	1,214,298
		Common Stock				Capital inExcess ofPar Value		RetainedEarnings		AccumulatedOtherComprehensiveLoss		Total
				Shares										Amount
Balance at February 29, 2024				25,102		$	25,102	$	103,330	$	576,231	$	(3,894)		$	700,769
Share-based compensation				—		—		11,234		—		—			11,234
Common stock issued under stock-based plans and related tax expense				132		132		(5,099)		—		—			(4,967)
Common stock issued under employee stock purchase plan				43		43		1,526		—		—			1,569
Secondary public offering and issuance of additional common stock				4,600		4,600		304,068		—		—			308,668
Dividends on Series A Preferred Stock				—		—		—		(1,200)		—			(1,200)
Cash dividends paid on common stock				—		—		—		(14,423)		—			(14,423)
Redemption premium on Series A Preferred Stock				—		—		—		(75,198)		—			(75,198)
Net income				—		—		—		108,624		—			108,624
Other comprehensive loss				—		—		—		—		(5,488)			(5,488)
Balance at November 30, 2024				29,877		$	29,877	$	415,059	$	594,034	$	(9,382)		$	1,029,588


	Three Months Ended May 31, 2024
	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance at February 29, 2024	25,102	$	25,102	$	103,330	$	576,231	$	(3,894)	$	700,769
Share-based compensation	—	—		2,535		—		—		2,535

Common stock issued under stock-based plans and related tax expense	112	112		(4,679)		—		—		(4,567)

Secondary public offering and issuance of additional common stock	4,600	4,600		304,123		—		—		308,723

Dividends on Series A Preferred Stock	—	—		—		(1,200)		—		(1,200)
Cash dividends paid on common stock	—	—		—		(4,267)		—		(4,267)
Redemption premium on Series A Preferred Stock	—	—		—		(75,198)		—		(75,198)
Net income	—	—		—		39,602		—		39,602
Other comprehensive income	—	—		—		—		835		835
Balance at May 31, 2024	29,814	$	29,814	$	405,309	$	535,168	$	(3,059)	$	967,232

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

		Three Months Ended November 30, 2023
	Common Stock		Capital inExcess ofPar Value		RetainedEarnings		AccumulatedOtherComprehensiveLoss		Total
		Shares									Amount
Balance at August 31, 2023		25,077	$	25,077	$	97,884	$	547,208	$	(5,814)		$	664,355
Share-based compensation		—	—		2,189		—		—			2,189
Dividends on Series A Preferred Stock		—	—		—		(3,600)		—			(3,600)
Cash dividends paid on common stock		—	—		—		(4,263)		—			(4,263)
Net income		—	—		—		26,890		—			26,890
Other comprehensive loss		—	—		—		—		1,857			1,857
Balance at November 30, 2023		25,077	$	25,077	$	100,073	$	566,235	$	(3,957)		$	687,428
		Nine Months Ended November 30, 2023
	Common Stock		Capital inExcess ofPar Value		RetainedEarnings		AccumulatedOtherComprehensiveLoss		Total
		Shares									Amount
Balance at February 28, 2023		24,912	$	24,912	$	93,357	$	506,042	$	(4,573)		$	619,738
Share-based compensation		—	—		6,207		—		—			6,207
Common stock issued under stock-based plans and related tax expense		123	123		(914)		—		—			(791)
Common stock issued under employee stock purchase plan		42	42		1,423		—		—			1,465
Dividends on Series A Preferred Stock		—	—		—		(10,800)		—			(10,800)
Cash dividends paid on common stock		—	—		—		(12,751)		—			(12,751)
Net income		—	—		—		83,744		—			83,744
Other comprehensive loss		—	—		—		—		616			616
Balance at November 30, 2023		25,077	$	25,077	$	100,073	$	566,235	$	(3,957)		$	687,428

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

AZZ INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The Company and Basis of Presentation

AZZ Inc. ("AZZ", the "Company", "our" or "we") was established in 1956 and incorporated under the laws of the state of Texas. We are a provider of hot-dip galvanizing and coil coating solutions to a broad range of end- markets in North America. We have three distinct operating segments: the AZZ Metal Coatings segment, the AZZ Precoat Metals segment, and the AZZ Infrastructure Solutions segment. Our AZZ Metal Coatings segment is a leading provider of metal ~~finishing~~coating solutions for corrosion protection, including hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating to the North American steel fabrication industry and other industries. The AZZ Precoat Metals segment provides aesthetic and corrosion protective coatings and related value-added services for steel and aluminum coil, primarily serving the construction; appliance; heating, ventilation, and air conditioning (HVAC); container; transportation and other end markets in North America. The AZZ Infrastructure Solutions segment represents our 40% non-controlling interest in AIS Investment Holdings LLC (the "AVAIL JV"). AIS Investment Holdings LLC is primarily dedicated to delivering safe and reliable transmission of power from generation sources to end customers, and automated weld overlay solutions for corrosion and erosion mitigation to critical infrastructure in markets worldwide.

Presentation

The accompanying condensed consolidated balance sheet as of February 29 28, ~~2024~~2025 was derived from audited financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended February 29 28, ~~2024~~2025, included in our Annual Report on Form 10-K covering such period which was filed with the Securities and Exchange Commission ("SEC") on April 2221, ~~2024~~2025. Certain previously reported amounts have been reclassified to conform to current period presentation.

Our fiscal year ends on the last day of February and is identified as the fiscal year for the calendar year in which it ends. For example, the fiscal year ending February 28, ~~2025~~2026 is referred to as fiscal ~~2025~~2026.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, which are necessary to present fairly the financial position of the Company as of ~~November~~May 3031, ~~2024~~2025, the results of its operations and cash flows for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024. The interim results reported herein are not necessarily indicative of results for a full year.

Accounting Pronouncements Not Yet Adopted

In November 2024, ~~the Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update ("~~ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which expands disclosures about a public entity’s expenses, including inventory, employee compensation, depreciation, intangible asset amortization, selling expenses and other expense categories. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Clarifying the Effective Date (“ASU 2025-01”), which clarifies the effective date of ASU 2024-03 for companies with a non-calendar year end. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We do not expect the adoption of ASU 2024-03 or ASU 2025-01 to affect our financial position or our results of operations, but ASU 2024-03 will result in additional disclosures for our annual reporting period ending February 29, 2028, and interim reporting periods beginning in fiscal 2029.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ~~The~~ASU ~~update~~2023-09 will be effective for annual periods beginning after December 15, 2024. We expect to adopt ASU 2023-09 for the annual period ending February 28, ~~2025~~2026 and the adoption will not affect our financial position or our results of operations, but will result in additional disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within 8

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fiscal years beginning after December 15, 2024. We do not expect the adoption of ASU 2023-07 to affect our financial position or our results of operations, but will result in additional disclosures for our annual reporting period ending February 28, 2025 and interim reporting periods in fiscal 2026.

2. Inventories

The following table summarizes the components of inventory (in thousands):

	As of		~~As of~~
			November 30, 2024				February 29, 2024
	May 31, 2025				February 28, 2025
Raw material	$	107,630	$	~~111,172~~	$	110,005	$	~~111,674~~
Work in process	605		~~769~~		518		~~898~~
Finished goods	2,524		~~2,760~~		1,790		~~5,084~~
Total inventories	$	110,759	$	~~114,701~~	$	112,313	$	~~117,656~~

Our inventory reserves were $3.51 million and $43.59 million as of ~~November~~May 3031, ~~2024~~2025 and February 29 28, ~~2024~~2025, respectively. Inventory cost is determined principally using the first-in-first-out (FIFO) method for the AZZ Metal Coatings segment and the specific identification method for the Precoat Metals segment.

3. Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period.

On April 30, 2024, we completed a secondary public offering in which we issued 4.6 million common shares. The weighted average number of shares for the period outstanding for the nine months ended November 30, 2024 are included in weighted average shares outstanding for basic earnings per share. See Note 14. As of November 30, 2024, there were 29.9 million common shares outstanding, which includes the shares from the secondary public offering.

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The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Three Months Ended November 30,				Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023		2024		2023
	2025		2024
Numerator:
Net income	$	33170,~~603~~908	$	2639,~~890~~602	$	~~108,624~~	$	~~83,744~~
Series A Preferred Stock Dividends	—		(31,~~600~~200)		~~(1,200)~~		~~(10,800)~~
Redemption premium on Series A Preferred Stock	—		—(75,198)		~~(75,198)~~		—
Numerator for basic earnings per share	$	33,603	$	23,290	$	32,226	$	72,944
Numerator for diluted earnings per share—net income (loss) available to common shareholders	$	170,908	$	(36,796)
Series A Preferred Stock Dividends	—		3,600		—		10,800
Numerator for diluted earnings per share	$	33,603	$	26,890	$	32,226	$	83,744
Denominator:
Weighted average shares outstanding for basic earnings per share	29,~~879~~941		2526,~~077~~751		~~28,819~~		~~25,024~~
Effect of dilutive securities:
Employee and director stock awards	~~239~~276		~~136~~—		~~257~~		~~137~~
Series A Preferred Stock	—		4,117		—		4,117
Denominator for diluted earnings per share	30,217		26,751
Denominator for diluted earnings per share	30,118		29,330		29,076		29,278
Basic earnings (loss) per common share	$	5.71	$	(1.38)
Basic earnings per common share	$	1.12	$	0.93	$	1.12	$	2.91
Diluted earnings (loss) per common share	$	5.66	$	(1.38)
Diluted earnings per common share	$	1.12	$	0.92	$	1.11	$	2.86

For the three months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024, ~~there were 34~~50,~~824~~927 and ~~120~~310,~~819~~787 shares, respectively, ~~related to employee equity awards that~~ were excluded from the computation of diluted earnings per share, as their effect would have been anti-dilutive. ~~For~~These ~~the nine months ended November 30, 2024 and 2023, 56,088 and 126,356~~ shares, ~~respectively,~~could ~~were~~be ~~excluded~~dilutive ~~from~~in ~~the~~future ~~computation of diluted earnings per share as their effect would have been anti-dilutive~~periods. For the ~~nine~~three months ended ~~November~~May 3031, 2024, all shares related to the Series A Preferred Stock (13.01 million weighted average shares) were excluded from the computation of diluted earnings per share, as their effect would be anti-dilutive. ~~These~~ ~~shares could be dilutive in future periods.~~

119

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4. Disaggregated Sales

The following table presents disaggregated sales by customer industry (in thousands):

Three Months Ended November 30,

Nine Months Ended November 30,

Three Months Ended May 31,

2024

2023

2024

2023

2025

2024

Sales:

Construction

233,~~653~~909

~~214~~228,~~081~~512

~~695,344~~

~~637,035~~

Industrial

37,~~551~~670

3540,~~489~~076

~~114,318~~

~~118,273~~

Transportation

3530,~~047~~092

3538,~~871~~362

~~109,959~~

~~107,734~~

Consumer

2935,~~464~~989

2935,~~384~~385

~~94,633~~

~~99,537~~

Utilities

2937,~~599~~855

2428,~~804~~615

~~88,944~~

~~76,116~~

Other (1)

38,340

41,976

122,671

132,325

Other(1)

46,447

42,258

Total Sales

~~403~~421,~~654~~962

~~381~~413,~~605~~208

~~1,225,869~~

~~1,171,020~~

(1) Other includes less significant markets, such as agriculture, recreation, petro-chem, AZZ Tubular products and sales from recycling.



(1)			Other includes less significant markets, such as non-construction agriculture, recreation, petro-chem, AZZ Tubular products and sales from recycling and other miscellaneous customer industries.

See also Note 6 for sales information by operating segment.

Contract Assets and Liabilities

The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets (unbilled receivables), and contract liabilities (customer advances and deposits) on the consolidated balance sheets. Our contract assets and contract liabilities are primarily related to the AZZ Precoat Metals segment. Customer billing can occur subsequent to revenue recognition, resulting in contract assets. In addition, we can receive advances from our customers, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.

The increases or decreases in contract assets and contract liabilities during the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025 were primarily due to normal timing differences between AZZ's performance and customer payments. As of ~~November~~May 3031, ~~2024~~2025 and February 29 28, ~~2024~~2025, the balance for contract assets was $99109.21 million and $79106.35 million, respectively, primarily related to the AZZ Precoat Metals segment. The increase was primarily due to the timing differences noted above~~, as well as the increase in the volume of coil coated for the nine months ended November 30, 2024~~. Contract liabilities of $01.70 million and $1.0.5 million as of ~~November~~May 3031, ~~2024~~2025 and February 29 28, ~~2024~~2025, respectively, are included in "Other accrued liabilities" in the consolidated balance sheets. We recognized $0.4 million of revenue for amounts that were included in contract liabilities as of February 28, 2025.

~~As of November 30, 2023 and February 28, 2023, the balance for contract assets was $75~~5.7 Supplemental ~~million~~Cash ~~and~~Flow ~~$79.3 million, respectively, primarily related to the AZZ Precoat Metals segment. Contract liabilities were $1.0 million and $1.3 million as of November 30, 2023 and February 28, 2023, respectively.~~Information

12To arrive at net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands):

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5. Supplemental Cash Flow Information


	Three Months Ended May 31,
	2025		2024
Decrease (increase) in current assets:
Accounts receivable, net	(18,480)		(2,519)
Other receivables	(1,908)		(1,823)
Inventories	1,757		3,620
Contract assets	(2,572)		(13,928)
Prepaid expenses and other	(9,640)		(8,940)
Increase (decrease) in current liabilities:
Accounts payable	3,893		25,941
Income taxes payable	54,006		3,242
Accrued expenses	(9,288)		2,017
Changes in current assets and current liabilities	$	17,768	$	7,610

To arrive at net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands):

	Nine Months Ended November 30,
	2024		2023
Decrease (increase) in current assets:
Accounts receivable, net	$	2,297	$	13,922
Other receivables	(12,966)		(4,033)
Inventories	2,775		17,191
Contract assets	(19,833)		1,136
Prepaid expenses and other	(2,910)		(1,304)
Increase (decrease) in current liabilities:
Accounts payable	13,632		8,654
Income taxes payable	2,551		(227)
Accrued expenses	17,363		3,480
Changes in current assets and current liabilities	$	2,909	$	38,819

Cash flows related to interest and income taxes were as follows (in thousands):

			Nine Months Ended November 30,
	Three Months Ended May 31,
			2024				2023
	2025				2024
Cash paid for interest	$	15,654	$	~~59,258~~	$	21,059	$	~~74,993~~
Cash paid for income taxes	551		~~22,277~~		934		~~17,683~~

Supplemental disclosures of non-cash investing and financing activities were as follows (in thousands):

		Nine Months Ended November 30,
	Three Months Ended May 31,
		2024			2023
	2025			2024
Accrued dividends on Series A Preferred Stock		$	—		$	2,400
Accruals for capital expenditures	4,429			8,517
Accruals for capital expenditures		5,137			4,768

6. Operating Segments

Segment Information

Our Chief Executive Officer, who is the chief operating decision maker ("CODM"), reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. Sales and operating income are the primary measures used by the CODM to evaluate segment operating performance and to allocate resources to the AZZ Metal Coatings and the AZZ Precoat Metals segments,. ~~and~~The CODM uses net income isas the primary measure ~~used by the CODM~~ to evaluate performance and allocate resources to the AZZ Infrastructure Solutions segment. The CODM assesses these metrics and compares actuals to budgeted and forecasted values to evaluate segment operating performance and allocate resources to the operating segments. Expenses related to certain centralized administration or executive functions that are not specifically related to an operating segment are included in Corporate.

A summary of each of our operating segments is as follows:

AZZ Metal Coatings — provides hot-dip galvanizing, spin galvanizing, powder coating, anodizing and plating, and other metal coating applications to the steel fabrication industry and other industries through facilities located throughout North America. Hot-dip galvanizing is a metallurgical manufacturing process in which molten zinc reacts with steel, which provides corrosion protection and extends the lifecycle of fabricated steel for several decades.

13AZZ Precoat Metals — provides coil coating application of protective and decorative coatings and related value-added downstream processing for steel and aluminum coils. Primarily serving the construction, appliance, heating, ventilation, and air conditioning (HVAC), container, transportation, and other end markets, the coil coating process emphasizes sustainability and enhanced product lifecycles. It involves cleaning, treating, painting, and curing metal coils as a flat material before they are cut,

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AZZ Precoat Metals — provides coil coating application of protective and decorative coatings and related value-added downstream processing for steel and aluminum coils. Primarily serving the construction, appliance, heating, ventilation, and air conditioning (HVAC), container, transportation, and other end markets, the coil coating process emphasizes sustainability and enhanced product lifecycles. It involves cleaning, treating, painting, and curing metal coils as a flat material before they are cut, formed, and fabricated into finished products. This highly efficient method optimizes waste through tight film control and improves final product performance by painting and curing the substrates under conditions unmatched by other application processes.

AZZ Infrastructure Solutions — consists of the equity in earnings of our 40% investment in the AVAIL JV, as well as other expenses directly related to AIS receivables and liabilities that were retained following the divestiture of the AIS business. The AVAIL JV is a global provider of application-critical equipment, highly engineered technologies, and specialized services to the power generation, transmission, distribution, oil and gas, and industrial markets.

The following tables contain operating segment data for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024 by segment, for the Company's corporate operations and on a consolidated basis (in thousands):

	Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	~~168~~187,~~599~~215	$	~~235~~234,~~055~~747	$	—	$	—	$	~~403~~421,~~654~~962
Cost of sales	116,542		189,334		—		—		305,876
Cost of sales(3)	130,356		187,476		—		—		317,832
Gross margin	5256,~~057~~859		4547,~~721~~271		—		—		97104,~~778~~130
Selling, general and administrative	5,684		8,641		29		24,889		39,243
Selling, general and administrative(4)	6,127		7,917		80		20,457		34,581
Operating income (loss)	4650,~~373~~732		3739,~~080~~354		(2980)		(2420,~~889~~457)		5869,~~535~~549
Interest expense	—		—		—		(1918,~~223~~563)		(1918,~~223~~563)
Equity in earnings of unconsolidated subsidiaries	—		—		7,168		—		7,168
Equity in earnings of unconsolidated subsidiaries(5)	—		—		173,523		—		173,523
Other income (expense)	~~116~~(61)		—		—		~~(879)~~1,388		~~(763)~~1,327
Income (loss) before income tax	$	4650,~~489~~671	$	3739,~~080~~354	$	7173,~~139~~443	(4437,~~991~~632)		45225,~~717~~836
Income tax expense							1254,~~114~~928		1254,~~114~~928
Net income (loss)							$	(5792,~~105~~560)	$	33170,~~603~~908
Depreciation and amortization	$	6,660	$	9,123	$	—	$	6,044	$	21,827
See notes below tables.

~~See notes below tables.~~12

	Nine Months Ended November 30, 2024
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	516,750	$	709,119	$	—	$	—	$	1,225,869
Cost of sales	357,471		564,436		—		—		921,907
Gross margin	159,279		144,683		—		—		303,962
Selling, general and administrative	17,286		24,980		67		65,699		108,032
Operating income (loss)	141,993		119,703		(67)		(65,699)		195,930
Interest expense	—		—		—		(63,906)		(63,906)
Equity in earnings of unconsolidated subsidiaries	—		—		12,470		—		12,470
Other income (expense)	165		—		—		(307)		(142)
Income (loss) before income tax	$	142,158	$	119,703	$	12,403	(129,912)		144,352
Income tax expense							35,728		35,728
Net income (loss)							$	(165,640)	$	108,624

See notes below tables.

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	Three Months Ended November 30, 2023
	Three Months Ended May 31, 2024
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	~~163~~176,~~186~~651	$	~~218~~236,~~419~~557	$	—	$	—	$	~~381~~413,~~605~~208
Cost of sales	~~115~~122,~~952~~735		~~177~~187,~~504~~803		—		—		~~293~~310,~~456~~538
Gross margin	4753,~~234~~916		4048,~~915~~754		—		—		88102,~~149~~670
Selling, general and administrative	95,~~392~~984		8,~~163~~660		~~290~~29		1718,~~480~~248		3532,~~325~~921
Operating income (loss)	3747,~~842~~932		3240,~~752~~094		(~~290~~29)		(1718,~~480~~248)		5269,~~824~~749
Interest expense	—		—		—		(2522,~~855~~774)		(2522,~~855~~774)
Equity in earnings of unconsolidated subsidiaries	—		—		83,~~742~~824		—		83,~~742~~824
Other expense	(29)		—		—		(12)		(41)
Other income	56		—		—		148		204
Income (loss) before income tax	$	3747,~~813~~988	$	3240,~~752~~094	$	83,~~452~~795	(4340,~~347~~874)		3551,~~670~~003
Income tax expense							811,~~780~~401		811,~~780~~401
Net income (loss)							$	(52,~~127~~275)	$	2639,~~890~~602
Depreciation and amortization	$	6,657	$	7,593	$	—	$	6,073	$	20,323

See notes below tables.



(1)			Infrastructure Solutions segment includes the equity in earnings from our investment in the AVAIL JV, as well as other expenses related to receivables and liabilities that were retained following the sale of the AIS business. See Note 18 for further discussion of the receivables and liabilities.
(2)			Interest expense and Income tax expense are included in the Corporate segment as these items are not allocated to the segments.
(3)			Metal Coatings segment includes restructuring charges of $3.8 million. See Note 17.
(4)			Includes stock-based compensation expense of $2.2 million, of which $0.4 million and $1.8 million are included in Metal Coatings and Corporate, respectively. See Note 15.
(5)			During the three months ended May 31, 2025, AVAIL completed the sale of the Electrical Products Group business 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, which is in excess of the investment in the AVAIL JV, which was $107.4 million as of May 31, 2025. The excess distribution of $165.8 million was recorded as equity in earnings of unconsolidated entities during the three months ended May 31, 2025. See Note 7.

	Nine Months Ended November 30, 2023
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	501,816	$	669,204	$	—	$	—	$	1,171,020
Cost of sales	353,280		535,326		—		—		888,606
Gross margin	148,536		133,878		—		—		282,414
Selling, general and administrative	20,143		24,429		6,244		52,271		103,087
Operating income (loss)	128,393		109,449		(6,244)		(52,271)		179,327
Interest expense	—		—		—		(82,331)		(82,331)
Equity in earnings of unconsolidated subsidiaries	—		—		11,136		—		11,136
Other income (expense)	(40)		—		—		49		9
Income (loss) before income tax	$	128,353	$	109,449	$	4,892	(134,553)		108,141
Income tax expense							24,397		24,397
Net income (loss)							$	(158,950)	$	83,744

Asset balances by operating segment for each period were as follows (in thousands):

(1) Infrastructure Solutions segment includes the equity in earnings from our investment in the AVAIL JV, as well as other expenses related to


	As of
Assets:	May 31, 2025		February 28, 2025
Metal Coatings	$	569,103	$	555,095
Precoat Metals	1,567,108		1,548,377
Infrastructure Solutions - Investment in Joint Venture(1)	—		99,379
Corporate	22,974		24,250
Total assets	$	2,159,185	$	2,227,101

~~receivables~~(1) ~~and~~See ~~liabilities~~Note ~~that~~7 ~~were~~for ~~retained~~information ~~following~~regarding the ~~sale~~Investment ofin ~~the~~AVAIL ~~AIS~~joint ~~business~~venture.

~~(2) Interest expense and Income tax expense are included in the Corporate segment as these items are not allocated to the segments.~~13

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Asset balances by operating segment for each period were as follows (in thousands):

	As of
	November 30, 2024		February 29, 2024
Assets:
Metal Coatings	$	551,379	$	553,505
Precoat Metals	1,559,262		1,500,122
Infrastructure Solutions - Investment in Joint Venture	102,121		98,169
Corporate	31,788		43,709
Total assets	$	2,244,550	$	2,195,505

Financial Information About Geographical Areas

Financial information about geographical areas for the periods presented was as follows (in thousands). The geographic area is based on the location of the operating facility and no customer accounted for 10% or more of consolidated sales.

	Three Months Ended November 30,				Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023		2024		2023
Sales:	2025		2024
Sales:
United States	$	410,995	$	403,051
United States	$	392,503	$	370,485	$	1,194,212	$	1,140,344
Canada	10,967		10,157
Canada	11,151		11,120		31,657		30,676
Total sales	$	421,962	$	413,208
Total	$	403,654	$	381,605	$	1,225,869	$	1,171,020

	As of		~~As of~~
			November 30, 2024				February 29, 2024
	May 31, 2025				February 28, 2025
Property, plant and equipment, net:
United States	$	578,505	$	~~561,326~~	$	574,332	$	~~522,693~~
Canada	19,387		~~18,852~~		18,609		~~18,959~~
Total			$	580,178			$	541,652
Total property, plant and equipment, net	$	597,892			$	592,941

7. Investments in Unconsolidated Entity

AVAIL JV

We account for our 40% interest in the AVAIL JV under the equity method of accounting and include our equity in earnings as part of the AZZ Infrastructure Solutions segment. We record our equity in earnings in the AVAIL JV on a one-month lag,. ~~and~~In weMay ~~recorded~~2025, ~~$12.5~~Avail ~~million~~Infrastructure inSolutions ~~equity~~(“AVAIL”), in ~~earnings~~which ~~for~~we ~~the~~have ~~nine~~an ~~months~~unconsolidated ~~ended~~investment ~~November 30~~through the AVAIL JV, ~~2024. As~~completed the sale of ~~November 30~~its electrical enclosures, ~~2024~~switchgear, ~~our~~and ~~investment~~bus insystems businesses (the ~~AVAIL~~“Electrical JVProducts ~~was~~Group”) ~~$102.1~~to ~~million~~nVent Electric plc, ~~which~~for ~~includes~~a anpurchase ~~excess~~price of $10975.20 million. ~~over~~Due to the ~~underlying~~one-month ~~value~~lag, ofwe ~~the~~have ~~net~~not ~~assets~~recognized equity in earnings from our proportionate share of the ~~AVAIL~~gain JVrelated to this sale. ~~The~~We ~~excess~~expect isto ~~accounted~~recognize ~~for~~our asproportionate share of the gain through equity ~~method~~in ~~goodwill~~earnings related to this event in the second quarter of fiscal 2026.

16During the three months ended May 31, 2025, we received a distribution of cash from the AVAIL JV of $273.2 million, which exceeded our investment in the AVAIL JV of $107.4 million. Since we are not liable for the obligations of the AVAIL JV nor otherwise committed to provide financial support after writing off our investment in the AVAIL JV, we recognized $165.8 million as a gain for the three months ended May 31, 2025. We recorded $173.5 million in equity in earnings, which consists of 1) $7.7 million of equity in earnings from the AVAIL JV's operations for the three months ended May 31, 2025, and 2) $165.8 million of a gain from distribution received in excess of our investment in the AVAIL JV.

Due to the timing of the receipt of cash and the recognition of equity in earnings, we have suspended the recognition of equity in earnings of the AVAIL JV as of May 31, 2025. We will resume the recognition of equity method earnings once the future earnings from the AVAIL JV exceed the equity in earnings recorded from the distribution of $165.8 million, which we anticipate will occur during the second quarter of fiscal 2026.

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Summarized Balance Sheet
	As of
	November 30, 2024(1)
Current assets	$	321,035
Long-term assets	180,001
Total assets	$	501,036
Current liabilities	166,201
Long-term liabilities	123,173
Total liabilities	$	289,374
Total partners' capital	211,662
Total liabilities and partners' capital	$	501,036

The following tables summarize balance sheet and income statement information for the AVAIL JV:

Summarized Operating Data
Summarized Balance Sheet
	Three Months Ended		Nine Months Ended
	As of
	November 30, 2024(1)		November 30, 2024(1)
	May 31, 2025(1)		February 28, 2025(1)
Sales	$	150,998	$	400,298
Current assets	$	356,009	$	300,404
Gross profit	42,842		101,928
Long-term assets	194,239		194,528
Net income	21,015		32,036
Total assets	550,248		494,932
(1) We report our equity in earnings on a one-month lag basis; therefore, amounts in the summarized financials above are as of and for the three and nine months ended October 31, 2024. Amounts in the table above exclude certain adjustments made by us to record equity in earnings of the AVAIL JV under U.S GAAP for public companies, primarily to reverse the amortization of goodwill.
Current liabilities	192,630		155,585
Long-term liabilities	132,158		134,517
Total liabilities	324,788		290,102
Total partners' capital	225,460		204,830
Total liabilities and partners' capital	550,248		494,932


Summarized Operating Data
	Three Months Ended May 31,
	2025(1)		2024(1)
Sales	$	168,240	$	129,107
Gross profit	45,125		31,526
Income before income taxes	17,474		7,922
Net income	17,624		8,160



(1)			We report our equity in earnings on a one-month lag basis; therefore, amounts in the summarized financials above are as of and for the three months ended April 30, 2025 and 2024 and as of January 31, 2025. Amounts in the table above exclude certain adjustments made by us to record equity in earnings of the AVAIL JV under U.S GAAP for public companies, primarily to reverse the amortization of goodwill.

8. Derivative Instruments

Interest Rate Swap Derivative

As a policy, we do not hold, issue or trade derivative instruments for speculative purposes. We periodically enter into forward sale contracts to purchase a specified volume of zinc and natural gas at fixed prices. These contracts are not accounted for as derivatives because they meet the criteria for the normal purchases and normal sales scope exception in ~~Accounting Standards Codification ("~~ASC") 815, Derivatives and Hedging.

We manage our exposure to fluctuations in interest rates on our floating-rate debt by entering into interest rate swap agreements to convert a portion of our variable-rate debt to a fixed rate. On September 27, 2022, we entered into a fixed-rate interest rate swap agreement, which was subsequently amended on October 7, 2022 (the "2022 Swap"), with banks that are parties to the 2022 Credit Agreement, to change the SOFR-based component of the interest rate. The 2022 Swap converts the SOFR portion to 4.277%. OnAs ~~September~~of 24May 31, ~~2024~~2025, wethe ~~repriced~~2022 ~~our~~swap ~~Term~~resulted ~~Loan B to SOFR plus 2.50%, resulting~~ in a total fixed rate of 6.777%. The 2022 Swap had an initial notional amount of $550.0 million and a maturity date of September 30, 2025. The notional amount of the interest rate swap decreases by a pro-rata portion of any quarterly principal payments made on the Term Loan B, and the ~~current~~ notional amount is $~~537~~536.63 million as of ~~November~~May 3031, ~~2024~~2025. The objective of the 2022 Swap is to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates~~, for a portion of our variable-rate debt~~. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The changes in cash flows of the ~~2022~~interest ~~Swap~~rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. We designated the 2022 Swap as a cash flow hedge at inception. Cash settlements, in the form of cash payments or cash receipts, toof ~~settle~~ the 2022 Swap are recognized in interest expense.

At ~~November~~May 3031, ~~2024~~2025, changes in fair value attributable to the effective portion of the 2022 Swap were included on the ~~condensed~~ consolidated balance sheets in "Accumulated other comprehensive income." For derivative instruments that qualify for hedge accounting treatment, the fair value is recognized on our ~~condensed~~ consolidated balance sheets as derivative assets or liabilities with offsetting changes in fair value, to the extent effective, recognized in accumulated other comprehensive income until reclassified into earnings when the interest expense on the underlying debt is reflected in earnings. The portion of a cash flow hedge that does not offset the change in the fair value of the transaction being hedged, which is commonly referred

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offsetting changes in fair value, to the extent effective, recognized in accumulated other comprehensive income until reclassified into earnings when the interest expense on the underlying debt is reflected in earnings. The portion of a cash flow hedge that does not offset the change in the fair value of the transaction being hedged, which is commonly referred to as the ineffective portion, is immediately recognized in earnings. During the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025, we reclassified $30.81 million before income tax, or $20.905 million net of tax, from other comprehensive income to earnings.

See Note 19 for information about our new interest rate swap that was effective June 30, 2025.

9. Debt

Our long-term debt instruments and balances outstanding for each of the periods presented (in thousands):

	As of		~~As of~~
			November 30, 2024				February 29, 2024
	May 31, 2025				February 28, 2025
Revolving Credit Facility	$	80,000	$	~~40,000~~	$	30,000	$	~~30,000~~
Term Loan B	534,875		~~890,250~~		870,250		~~980,250~~
Total debt, gross	614,875		~~930,250~~		900,250		~~1,010,250~~
Unamortized debt issuance costs	(45,068)		~~(50,702)~~		(47,885)		~~(57,508)~~
Long-term debt, net	$	569,807	$	~~879,548~~	$	852,365	$	~~952,742~~

2022 Credit Agreement and Term Loan B

We have a credit agreement with a syndicate of financial institutions as lenders that was entered into on May 13, 2022, and was subsequently amended on August 17, 2023, December 20, 2023, March 20, 2024, ~~and~~ September 24, 2024 and February 27, 2025 (collectively referred to herein as the "2022 Credit Agreement").

The 2022 Credit Agreement includes the following significant terms:

i.provides for a senior secured initial term loan in the aggregate principal amount of $1.3 billion (the "Term Loan B"), due May 13, 2029, which is secured by substantially all of the assets of the Company; as of ~~November~~May 3031, ~~2024~~2025, the outstanding balance of the Term Loan B was $~~890~~534.39 million;

ii.provides for a maximum senior secured Revolving Credit Facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), ~~which~~due ~~matures on~~ May 13, 2027;

iii.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility;

iv.borrowings under the Term Loan B bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 2.50% ~~(following the repricings on March 20, 2024~~ and ~~September 24, 2024 as described below) and~~ the Revolving Credit Facility bears a leverage-based rate with various tiers between 21.75% and 32.5075%; as of ~~November~~May 3031, ~~2024~~2025, the interest rate was SOFR plus 2.7500%;

v.includes customary affirmative and negative covenants, and events of default; including restrictions on the incurrence of non-ordinary course debt, investment and dividends, subject to various exceptions; and,

vi.includes a maximum quarterly leverage ratio financial covenant, with reporting requirements to our banking group at each quarter-end.

On March 20, 2024, we entered the term loan market and repriced our existing Term Loan B. The repricing reduced the Term Loan B spread from a rate of SOFR plus 3.75% to SOFR plus 3.25%.

On September 24, 2024, we completed our third repricing of the Term Loan B. The repricing reduced the margin from SOFR plus 3.25% to SOFR plus 2.50%, for a total reduction of 75 basis points.

We primarily utilize proceeds from the Revolving Credit Facility to finance working capital needs, capital improvements, quarterly cash dividends, acquisitions and other general corporate purposes.

As defined in the 2022 Credit Agreement, quarterly prepayments were due against the outstanding principal of the Term Loan B and were payable on the last business day of each May, August, November and February, beginning August 31, 2022, in a quarterly aggregate principal amount of $3.25 million, with the entire remaining principal amount due on May 13, 2029, the maturity date. Additional prepayments made against the Term Loan B contribute to these required quarterly payments. Due to prepayments made against the Term Loan B since August 31, 2022, the quarterly mandatory principal payment requirement has been met, and the quarterly payments of $3.25 million are no longer required.

The weighted average interest rate for our outstanding debt, including the Revolving Credit Facility and the Term Loan B, was 76.7778% and 8.5409% for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024, respectively. We are also obligated to pay a leverage-based commitment fee with various tiers between 0.2% and 0.3% per year for unused amounts under the Revolving Credit Facility. As of May 31, 2025, the commitment fee rate was 0.225%.

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Debt Compliance, Outstanding Borrowings and Letters of Credit

Our 2022 Credit Agreement requires us to maintain a maximum Total Net Leverage Ratio (as defined in the loan agreement) no greater than 4.5. As of ~~November~~May 3031, ~~2024~~2025, we were in compliance with all covenants and other requirements set forth in the 2022 Credit Agreement.

As of ~~November~~May 3031, ~~2024~~2025, we had $~~930~~614.39 million of debt outstanding on the Revolving Credit Facility and the Term Loan B, with varying maturities through fiscal ~~2029~~2030. We had approximately $~~345~~306.73 million of additional credit available as of ~~November~~May 3031, ~~2024~~2025.

As of ~~November~~May 3031, ~~2024~~2025, we had total outstanding letters of credit in the amount of $1413.37 million. These letters of credit are issued for a number of reasons but are most commonly issued in lieu of customer retention withholding payments covering warranty, performance periods and insurance collateral.

Other Disclosures

Interest expense is comprised as follows (in thousands):

			Three Months Ended November 30,						Nine Months Ended November 30,
	Three Months Ended May 31,
			2024				2023		2024		2023
	2025				2024
Gross Interest expense	$	19,243	$	~~21,136~~	$	24,207	$	~~26,633~~	$	~~68,963~~	$	~~83,893~~
Less: Capitalized interest	(680)		~~(1,913)~~		(1,433)		~~(778)~~		~~(5,057)~~		~~(1,562)~~
Interest expense, net	$	18,563	$	~~19,223~~	$	22,774	$	~~25,855~~	$	~~63,906~~	$	~~82,331~~

Capitalized interest for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024 relates to interest cost on the construction of the greenfield aluminum coil coating facility in Washington, Missouri. The ~~increase~~decrease for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025 compared to the prior ~~year~~years ~~period~~is ~~was~~ due to the higher average construction work in process in the prior year, as the new facility was placed in service during the three months ended May 31, 2025.

10. Fair Value Measurements

Recurring Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. In accordance with ASC 820, Fair Value Measurement ("ASC 820"), certain of our assets and liabilities, which are carried at fair value, are classified in one of the following three categories:

•Level 1: Quoted market prices in active markets for identical assets or liabilities;

•Level 2: Observable market-based inputs, other than Level 1, or unobservable inputs corroborated by market data; or,

•Level 3: Unobservable inputs that are not corroborated by market data and reflect the Company’s own assumptions.

The carrying amount of our financial instruments (cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities) approximates the fair value of these instruments based upon either their short-term nature or their variable market rate of interest. We have not made an option to elect fair value accounting for any of our financial instruments.

Interest Rate Swap Agreement

Our derivative instrument consists of the 2022 Swap, which is considered a Level 2 of the fair value hierarchy and included in "Other ~~long-term liabilities~~assets" ~~in the condensed consolidated balance sheets~~ as of ~~November~~May 3031, ~~2024~~2025 and in "Other ~~assets~~accrued liabilities" as of February 29 28, ~~2024~~2025 in the consolidated balance sheets. The valuation of the 2022 Swap is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including swap rates, spread and/or index levels and interest rate curves. See Note 8 for more information about the 2022 Swap.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our financial instruments that are measured at fair value on a recurring basis as of ~~November~~May 3031, ~~2024~~2025 and February 29 28, ~~2024~~2025 are as follows (dollars in thousands):

			Fair Value Measurements Using								Fair Value Measurements Using
	Carrying Value		Fair Value Measurements Using						Carrying Value		Fair Value Measurements Using
	Carrying Value								Carrying Value
	May 31, 2025		Level 1		Level 2		Level 3		February 28, 2025		Level 1		Level 2		Level 3
	November 30, 2024		Level 1		Level 2		Level 3		February 29, 2024		Level 1		Level 2		Level 3
Assets:
Interest Rate Swap Agreement(1)	$	—37	$	—	$	—37	$	—	$	~~3,410~~—	$	—	$	~~3,410~~—	$	—
Total Assets	$	—37							$	~~3,410~~—
Liabilities:
Interest Rate Swap Agreement(1)	~~195~~$	—	—$	—	~~195~~$	—	—$	—	—$	352	—$	—	—$	352	—$	—
Total Liabilities	$	~~195~~—							$	—352
(1) The fair value of the Company's interest rate swap agreement was an asset at February 29, 2024 and a liability at November 30, 2024.



(1)			The fair value of the Company's interest rate swap agreement was an asset at May 31, 2025 and a liability at February 28, 2025.

Non-recurring Fair Value Measurements

Investment in Joint Venture

The fair value of our investment in the unconsolidated AVAIL JV was determined using the income approach at the date on which we entered into the joint venture. The income approach uses discounted cash flow models that require various observable and non-observable inputs, such as operating margins, revenues, product costs, operating expenses, capital expenditures, terminal-year values and risk-adjusted discount rates. These valuations resulted in Level 3 non-recurring fair value measurements.

We assess our investment in the unconsolidated AVAIL JV for recoverability when events and circumstances are present that suggest there has been a decline in value, and if it is determined that a loss in value of the investment is other than temporary, the investment is written down to its fair value.

Long-Term Debt

The fair values of our long-term debt instruments are estimated based on market values for debt issued with similar characteristics or rates currently available for debt with similar terms. These valuations are Level 2 non-recurring fair value measurements.

The principal amount of our outstanding debt was $~~930~~614.39 million and $~~1,010~~900.3 million at ~~November~~May 3031, ~~2024~~2025 and February 29 28, ~~2024~~2025, respectively. The estimated fair value of our outstanding debt was $~~934~~616.94 million and $~~1,010~~904.38 million at ~~November~~May 3031, ~~2024~~2025 and February 29 28, ~~2024~~2025, excluding unamortized debt issuance costs. The estimated fair values of our outstanding debt were determined based on the present value of future cash flows using model-derived valuations that use observable inputs such as interest rates and credit spreads.

11. Leases

We are a lessee under various leases for facilities and equipment. As of ~~November~~May 3031, ~~2024~~2025, we were the lessee for ~~152~~125 operating leases and 58103 finance leases with terms of 12 months or more. These leases are reflected in "Right-of-use assets," "Lease liability - short-term" and "Lease liability - long-term" in our consolidated balance sheets.

Our leases are primarily for (i) operating facilities, (ii) vehicles and equipment used in operations, (iii) facilities used for back-office functions, (iv) equipment used for back-office functions, and (v) temporary storage. The majority of our vehicle and equipment leases have both a fixed and variable component.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and we recognize lease expense for these leases on a straight-line basis over the lease term. We have a significant number of short-term leases, including month-to-month agreements. Our short-term lease agreements include expenses incurred hourly, daily, monthly and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for other durations of time of one year or less. Our future lease commitments as of ~~November~~May 3031, ~~2024~~2025 do not reflect all of our short-term lease commitments.

The following table outlines the classification of right-of-use ("ROU") asset and lease liabilities in the consolidated balance sheets as of ~~November~~May 3031, ~~2024~~2025 and February 29 28, ~~2024~~2025 (in thousands):

Balance Sheet Classification

As of

November 30, 2024

February 29, 2024

May 31, 2025

February 28, 2025

Assets

Balance Sheet Classification

Operating right-of-use assets

Right-of-use assets

2017,~~924~~596

19,~~808~~471

Finance right-of-use assets

Right-of-use assets

49,~~964~~948

36,~~931~~480

Liabilities

Operating lease liabilities ― short-term

Lease liability - short-term

$6,089

~~6,377~~

$6,373

~~5,893~~

Operating lease liabilities ― long-term

Lease liability - long-term

1512,~~202~~122

1413,~~606~~741

Finance lease liabilities ― short-term

Lease liability - short-term

12,~~057~~115

~~766~~1,376

Finance lease liabilities ― long-term

Lease liability - long-term

48,~~053~~046

35,~~221~~271

Supplemental information related to our leases was as follows (in thousands, except years and percentages):

Three Months Ended November 30,

Nine Months Ended November 30,

Three Months Ended May 31,

2024

2023

2024

2023

2025

2024

Operating cash flows from operating leases included in lease liabilities

1,~~867~~881

1,~~811~~779

~~5,426~~

~~5,471~~

Lease liabilities obtained from new ROU assets - operating

~~5,345~~16

60217

~~5,979~~

~~1,942~~

Decrease in ROU assets related to lease terminations

—(467)

—

~~(1,294)~~

Operating cash flows from finance leases included in lease liabilities

86142

2468

~~237~~

Financing cash flows from finance leases included in lease liabilities

~~257~~434

~~106~~196

~~689~~

~~269~~

Lease liabilities obtained from new ROU assets - finance leases

~~394~~4,127

~~173~~410

~~1,813~~

~~773~~

	As of
	November 30, 2024		February 29, 2024
	May 31, 2025		February 28, 2025
Weighted-average remaining lease term - operating leases	3.9661 years		43.1279 years
Weighted-average discount rate - operating leases	45.9807	%	45.4906	%
Weighted-average remaining lease term - finance leases	4.6438 years		54.2157 years
Weighted-average discount rate - finance leases	76.0490	%	6.7086	%

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The following table outlines the classification of lease expense related to operating and finance leases in the statements of operations (in thousands):

	Three Months Ended November 30,				Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023		2024		2023
	2025		2024
Operating lease expense:
Cost of sales	$	31,~~365~~829	$	21,~~882~~432	$	~~9,395~~	$	~~8,942~~
Selling, general and administrative	~~481~~508		~~495~~480		~~1,458~~		~~1,500~~
Total operating lease expense	32,~~846~~337		31,~~377~~912		$	~~10,853~~	$	~~10,442~~
Financing lease expense:
Cost of sales	~~288~~487		~~115~~223		~~779~~		~~292~~
Interest expense	86142		2468		~~237~~		61
Total financing lease expense	~~374~~629		~~139~~291		~~1,016~~		~~353~~
Total lease expense	$	4,220	$	3,516	$	11,869	$	10,795
Variable lease expense:
Cost of sales	249		113
Total variable lease expense	249		113
Short-term lease expense:
Cost of sales	1,802		1,458
Selling, general and administrative	5		9
Total short-term lease expense	1,807		1,467
Total lease expense	$	5,022	$	3,783

As of ~~November~~May 3031, ~~2024~~2025, maturities of our lease liabilities were as follows (in thousands):

Fiscal year:	Operating Leases		Finance Leases		Total
2025	$	1,897	$	353	$	2,250
2026	$	5,206	$	2,051	$	7,257
2026	7,126		1,355		8,481
2027	5,713		2,713		8,426
2027	5,813		1,316		7,129
2028	3,766		2,618		6,384
2028	3,752		1,229		4,981
2029	3,128		2,413		5,541
2029	3,117		1,009		4,126
2030	1,207		1,741		2,948
2030	1,203		556		1,759
2031	540		219		759
Thereafter	~~903~~363		~~170~~3		~~1,073~~366
Total lease payments	$19,923	~~23,811~~	$11,758	~~5,988~~	$31,681	~~29,799~~
Less imputed interest	(21,~~232~~712)		(~~878~~1,597)		(3,~~110~~309)
Total	$	2118,~~579~~211	$	510,~~110~~161	$	2628,~~689~~372

We sublease multiple buildings in Columbia, South Carolina to multiple subtenants. The Columbia sublease agreements are by and between AZZ Precoat Metals and multiple subtenants. Sublease income is recognized over the term of the sublease on a straight-line basis and is reported in the consolidated statement of operations as a reduction to "Cost of sales." Sublease income for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024 was as follows (in thousands):

	Three Months Ended November 30,				Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023		2024		2023
	2025		2024
Sublease income	$	266	$	~~271~~261	$	~~789~~	$	~~758~~

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12. Income Taxes

The provision for income taxes reflects an effective tax rate of 2624.53% for the three months ended ~~November~~May 3031, ~~2024~~2025, compared to 2422.64% for the three months ended ~~November~~May 3031, ~~2023~~2024. The increase in the effective tax rate is primarily attributable to ~~higher~~the ~~non-deductible~~AVAIL ~~items~~JV ~~such~~distribution's asimpact ~~compensation~~to ~~limited~~earnings ~~by IRC Sec. 162(m)~~ and ~~higher state income~~ tax expense, ~~net~~partially ofoffset ~~federal~~by ~~benefit. The~~higher ~~increase~~discrete isitems ~~also~~driven ~~attributable~~by ~~to lower R&D~~ tax ~~credits~~deductions ~~related~~for tostock ~~our 40% investment in the AVAIL JV~~compensation.

The provision for income taxes reflects an effective tax rate of 24.8% for the nine months ended November 30, 2024 compared to 22.6% for the prior year comparable period. The increase in the effective tax rate is primarily attributable to favorable adjustments for the prior year nine-month period related to uncertain tax positions, partially offset by higher discrete items driven by tax deductions for stock compensation in fiscal year 2025. The increase is also attributable to the increase in state tax expense, net of federal benefit.

13. 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 ~~("Series A 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 ~~(as defined below)~~ 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 reduces net income available to common shareholders. The Series A Preferred Stock was redeemed using proceeds from the April 2024 Secondary Public Offering. See Note 14.

On August 5, 2022, we exchanged our $240.0 million 6.00% convertible subordinated notes which were due June 30, 2030, for 240,000 shares of 6.0% Series A Preferred Stock, following the receipt of shareholder approval for the issuance of Series A Preferred Stock. The Series A Preferred Stock had a $1.00 par value per share, and ranked senior to the common stock of the Company, including with respect to both income and capital, but junior to our indebtedness. The Series A Preferred Stock is classified as "Mezzanine equity" in the consolidated balance sheets and, as noted above, was fully redeemed on May 9, 2024.

Liquidation Preference

If we undergo a change of control, bankruptcy, insolvency, liquidation or de-listing of AZZ’s common stock (a "Fundamental Change Event"), holders of Series A Preferred Stock may have elected to (i) receive the as-converted value of AZZ’s common stock at the then-current Conversion Price, (ii) require us to redeem the Series A Preferred Stock in cash for the Redemption Amount (as defined below) or (iii) retain their shares of Series A Preferred Stock if the Fundamental Change Event is a non-cash change of control.

The Series A Preferred Stock had a liquidation preference, as defined by U.S. GAAP, equal to the Redemption Amount. Under U.S. GAAP, the liquidation preference is defined as the amount that would be required to be paid to the shareholders upon liquidation or dissolution of the Company. As of February 29, 2024, the holders of the shares of Series A Preferred Stock were entitled to a liquidation preference of approximately $312.5 million in the event of any liquidation, dissolution or winding up of the Company as of such year end.

The Certificate of Designation for the Series A Preferred Stock defines "liquidation preference" as $1,000 per share plus any unpaid dividends, which we refer to herein as the "Series A Base Amount."

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 ~~November 30~~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 three months ended May 31, 2024 were $3.6 million.

2321

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September 30, 2028. Dividends declared and paid for the nine months ended November 30, 2024 and November 30, 2023 were $3.6 million and $10.8 million, respectively.

Conversion Features

Subject to a minimum conversion threshold of 1,000 shares of Series A Preferred Stock per conversion and customary anti-dilution and dividend adjustments, the Series A Preferred Stock was convertible by the holder at any time into shares of AZZ's common stock for $58.30 per common share (the “Conversion Price”). In addition, after May 13, 2024, we were entitled to provide holders of Series A Preferred Stock with notice of a mandatory conversion of a portion of the Series A Preferred Stock (which may not have exceeded 25% of the amount of Series A Preferred Stock issued in any single quarter) at the Conversion Price if the closing price of our common stock exceeded 185% of the Conversion Price for 20 consecutive trading days prior to the date of such notice and so long as the shelf registration statement filed November 4, 2022 to cover resales of the converted common stock remained effective and available for use.

Participation Rights

Holders of Series A Preferred Stock participated equally and ratably with the holders of AZZ's common stock in any dividends paid on AZZ’s common stock in excess of our current $0.17 quarterly dividend when, as and if declared by the Board as if such shares of Series A Preferred Stock had been converted to shares of common stock immediately prior to the record date for the payment of such dividend.

Redemption Features

AZZ had the right to redeem the Series A Preferred Stock at a price equal to the greater of (i) the Series A Base Amount plus accrued but unpaid dividends; (ii) the initial Series A Base Amount (excluding any prior PIK dividends) multiplied by the Return Factor less all dividends paid through the redemption date; or (iii) the amount the holder of such share of convertible preferred stock would have received had such holder, immediately prior to such redemption date, converted such shares of convertible preferred stock into common shares (such greater amount, the "Redemption Amount").

The redemption price under option (ii) contained a "Return Factor," which was equal to 1.4 until May 13, 2024 and, (a) in each of the three years thereafter, would have increased by 0.15, (b) would have increased by an additional 0.15 after May 13, 2024 (the second anniversary of the issuance date of the Series A Preferred Stock) if (i) our ratio of net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) (as defined in the 2022 Credit Agreement) on the second anniversary of the issuance date of the Series A Preferred Stock was greater than 3.5-to-1 and (ii) prior to May 13, 2024,we had not consummated dispositions of assets that, in the aggregate, resulted in proceeds in excess of $200.0 million and (c) would have increased by an additional 0.20 on May 13, 2028, (the sixth anniversary of the issuance date of the Series A Preferred Stock) and each anniversary thereafter.

The redemption price under option (iii) was subject to provisions of the Certificate of Designation that limited our right to redeem to the period following the two year anniversary of the initial issuance, limited the quarterly conversion to up to 25% of the number of shares of convertible preferred stock outstanding, and required our market price per share of common stock to exceed 185% of the conversion price.

As of February 29, 2024, the Redemption Amount for the Series A Preferred stock was $312.5 million.

Voting Rights

Holders of Series A Preferred Stock were entitled to a number of votes on all matters presented to holders of voting capital stock of AZZ equal to the number of shares of the AZZ’s common stock then issuable upon conversion of such holders’ Series A Preferred Stock. The vote or consent of the holders of at least a majority of the outstanding shares of Series A Preferred Stock would have been required for certain actions, including:

a.issuances by AZZ of equity securities that are senior to, or equal in priority with, the Series A Preferred Stock, including any additional shares of Series A Preferred Stock;

b.incurrence of any additional indebtedness (including refinancings of existing indebtedness) by the Company unless our ratio of net debt to EBITDA (as defined in the 2022 Credit Agreement) does not exceed 5.5x;

c.refinancings of the 2022 Credit Agreement, subject to certain exceptions;

d.dividends or distributions upon, or redemptions of, shares of AZZ’s common stock unless our ratio of net debt to EBITDA (as defined in the 2022 Credit Agreement) does not exceed 5.5x;

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e.any acquisition, investment, sale, disposition or similar transaction (whether of an entity, business, equity interests or assets) that has total consideration (including assumption of liabilities) of at least $250.0 million (or, when our market capitalization is $2.0 billion or greater, has total consideration (including assumption of liabilities) of at least $500.0 million);

f.amendments to our organizational documents that would have an adverse effect on the holders of Series A Preferred Stock;

g.any affiliate transaction except those on arms’-length terms; and

h.any voluntary dissolution, liquidation, bankruptcy, winding up or deregistration or delisting of AZZ’s common stock.

The holders of Series A Preferred Stock also had customary information and preemptive rights, and the Series A Preferred Stock was subject to customary anti-dilution provisions. The Series A Preferred Stock, and all shares of common stock issuable upon conversion of the Series A Preferred Stock, had customary demand and piggyback registration rights pursuant to the registration rights agreement, which was entered into on May 13, 2022 with BTO Pegasus Holdings DE L.P., a Delaware limited partnership (together with its assignees, "Blackstone"). Holders of Series A Preferred Stock were prohibited from transferring shares of Series A Preferred Stock to any competitor of AZZ or activist investors, subject to certain exceptions.

14. Equity

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) ("AOCI"), after tax, for the three months ended May 31, 2025 and May 31, 2024 consisted of the following (in thousands):


	Three Months Ended May 31, 2025
	Foreign Currency Translation Gain (Loss)		Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax		Net Actuarial Gain (Loss), Net of Tax		Interest Rate Swap, Net of Tax		Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary		Total
Balance as of beginning of period	$	(10,329)	$	(388)	$	(587)	$	(265)	$	(11)	$	(11,580)
Other comprehensive income before reclassification	1,956		241		—		339		3		2,539
Amounts reclassified from AOCI	—		—		—		(48)		—		(48)
Net change in AOCI	1,956		241		—		291		3		2,491
Balance as of end of period	$	(8,373)	$	(147)	$	(587)	$	26	$	(8)	$	(9,089)


	Three Months Ended May 31, 2024
	Foreign Currency Translation Gain (Loss)		Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax		Net Actuarial Gain (Loss), Net of Tax		Interest Rate Swap, Net of Tax		Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary		Total
Balance as of beginning of period	$	(7,628)	$	1,418	$	(184)	$	2,533	$	(33)	$	(3,894)
Other comprehensive income before reclassification	(425)		—		—		2,219		141		1,935
Amounts reclassified from AOCI	—		—		—		(1,100)		—		(1,100)
Net change in AOCI	(425)		—		—		1,119		141		835
Balance as of end of period	$	(8,053)	$	1,418	$	(184)	$	3,652	$	108	$	(3,059)

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 13.~~

~~Accumulated Other Comprehensive Income~~22

The components of accumulated other comprehensive income (loss) ("AOCI"), after tax, for the three and nine months ended November 30, 2024 and 2023 consisted of the following (in thousands):

	Three Months Ended November 30, 2024
	Foreign Currency Translation Gain (Loss)		Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax		Net Actuarial Gain (Loss), Net of Tax		Interest Rate Swap, Net of Tax		Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary		Total
Balance as of beginning of period	$	(7,189)	$	887	$	(184)	$	(523)	$	114	$	(6,895)
Other comprehensive income before reclassification	(1,943)		(730)		—		1,037		(188)		(1,824)
Amounts reclassified from AOCI	—		—		—		(663)		—		(663)
Net change in AOCI	(1,943)		(730)		—		374		(188)		(2,487)
Balance as of end of period	$	(9,132)	$	157	$	(184)	$	(149)	$	(74)	$	(9,382)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Nine Months Ended November 30, 2024
	Foreign Currency Translation Gain (Loss)		Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax		Net Actuarial Gain (Loss), Net of Tax		Interest Rate Swap, Net of Tax		Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary		Total
Balance as of beginning of period	$	(7,628)	$	1,418	$	(184)	$	2,533	$	(33)	$	(3,894)
Other comprehensive income before reclassification	(1,504)		(1,261)		—		194		(41)		(2,612)
Amounts reclassified from AOCI	—		—		—		(2,876)		—		(2,876)
Net change in AOCI	(1,504)		(1,261)		—		(2,682)		(41)		(5,488)
Balance as of end of period	$	(9,132)	$	157	$	(184)	$	(149)	$	(74)	$	(9,382)

15. Share-based Compensation

	Three Months Ended November 30, 2023
	Foreign Currency Translation Gain (Loss)		Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax		Net Actuarial Gain (Loss), Net of Tax		Interest Rate Swap, Net of Tax		Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary		Total
Balance as of beginning of period	$	(7,534)	$	(1,773)	$	119	$	3,261	$	113	$	(5,814)
Other comprehensive income before reclassification	(59)		3,088		—		(22)		(93)		2,914
Amounts reclassified from AOCI	—		—		—		(1,057)		—		(1,057)
Net change in AOCI	(59)		3,088		—		(1,079)		(93)		1,857
Balance as of end of period	$	(7,593)	$	1,315	$	119	$	2,182	$	20	$	(3,957)

Effective April 18, 2025, the Compensation Committee of the Board of Directors (the "Compensation Committee") adopted the Executive Retiree LTI Program (the "ERP") to continue the vesting of annual equity awards to certain executive officers and other senior members of the management team as designated by the Compensation Committee, including the Company's named executive officers (a "Covered Executive" or collectively, the "Covered Executives"), upon qualified Retirement (as such term is defined in the Company's 2023 Long-Term Incentive Plan). The ERP is applicable to both annual restricted share unit awards and annual performance share unit awards granted to the Covered Executives pursuant to newly adopted Restricted Share Unit ("RSU") Award Agreements and Performance Share Unit ("PSU") Award Agreements for the Covered Executives (collectively, the "Award Agreements") containing such provisions for the fiscal year 2026 long-term incentive equity awards. To be eligible for continued vesting of these annual equity awards upon a qualified Retirement, the ERP requires that Covered Executives:

	Nine Months Ended November 30, 2023
	Foreign Currency Translation Gain (Loss)		Foreign Currency Translation Gain (Loss) for Unconsolidated Subsidiary, Net of Tax		Net Actuarial Gain (Loss), Net of Tax		Interest Rate Swap, Net of Tax		Interest Rate Swap, Net of Tax for Unconsolidated Subsidiary		Total
Balance as of beginning of period	$	(7,571)	$	—	$	119	$	2,879	$	—	$	(4,573)
Other comprehensive income before reclassification	(22)		1,315		—		1,847		20		3,160
Amounts reclassified from AOCI	—		—		—		(2,544)		—		(2,544)
Net change in AOCI	(22)		1,315		—		(697)		20		616
Balance as of end of period	$	(7,593)	$	1,315	$	119	$	2,182	$	20	$	(3,957)

i.be at least 65 years of age or 55 years of age and have at least 10 years of service with AZZ;

26ii.not receive any severance payments or be subject to any severance or employment agreements containing other retirement provisions;

~~Table~~iii.provide sufficient advance notice of ~~Contents~~their intent to retire prior to the planned retirement date;

~~AZZ INC~~iv.ensure adequate succession or continuity planning is in place for such Covered Executive's position;

~~NOTES~~v.be TOcompliant ~~CONDENSED~~with ~~CONSOLIDATED~~AZZ’s ~~FINANCIAL~~executive ~~STATEMENTS~~stock ownership requirements on their respective retirement date; and

15vi. ~~Defined~~execute ~~Benefit~~and ~~Pension~~deliver ~~Plan~~a waiver and release agreement. Additionally, a period of one year must have elapsed between the grant date of the applicable awards and the Covered Executive's retirement date. The ERP also provides that fiscal year 2023, fiscal year 2024 and fiscal year 2025 RSU and PSU award agreements will be amended for the Covered Executives to allow vesting subsequent to a qualified Retirement at the Compensation Committee's discretion.

Upon adoption of the ERP, the service requirement for executives that are currently eligible for retirement has been met. As a result, we recognized additional stock-based compensation for the three months ended May 31, 2025 of $2.2 million upon the adoption of the ERP related to the RSUs for Covered Executives that have achieved qualified retirement status.

16. Defined Benefit Pension Plan

Pension and Employee Benefit Obligations

In our Precoat Metals segment, certain current or past employees participate in a defined benefit pension plan (the "Plan"). Prior to the Precoat Acquisition, benefit accruals were frozen for all participants. After the freeze, participants no longer accrued benefits under the Plan, and new hires of AZZ Precoat Metals are not eligible to participate in the Plan. As of ~~November~~May 3031, ~~2024~~2025, the Plan was underfunded, and we have a net pension obligation of $2523.13 million, which is included in "Other long-term liabilities" in the consolidated balance sheets and represents the underfunded portion of the Plan.

The components of net benefit cost other than the employer service cost are included in "Selling, general and administrative" expense. ~~The~~We ~~following~~paid ~~table~~employer ~~outlines~~contributions of $1.3 million into the Plan during the three months ended May 31, 2025. We expect to pay $4.7 million of contributions into the Plan during the remainder of fiscal year 2026. We did not recognize any net benefit cost ~~and~~for ~~its~~the ~~components~~three ~~(in~~months ~~thousands):~~ended May 31, 2025.

	Three Months Ended November 30,				Nine Months Ended November 30,
	2024		2023		2024		2023
Interest cost	$	1,711	$	1,759	$	5,124	$	5,276
Expected return on plan assets	(1,491)		(1,488)		(4,465)		(4,463)
Net benefit cost	$	220	$	271	$	659	$	813

We paid employer contributions of $6.7 million into the Plan during the nine months ended November 30, 2024. We expect to pay $1.3 million of contributions into the Plan during the remainder of fiscal 2025.

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AZZ INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1617. ~~Commitments~~Restructuring ~~and Contingencies~~Charges

During the first quarter of fiscal year 2026, management initiated a restructuring plan for certain surface technologies facilities within the Metal Coatings segment (the “AST Restructuring”) to improve overall operational efficiency and financial performance. We expect to recognize total restructuring expenses of $4.2 million. During the three months ended May 31, 2025, we recognized restructuring charges of $3.8 million, which are included in "Cost of sales" in the consolidated statement of operations and includes the loss on sale of equipment, for which we received $0.7 million in proceeds. The restructuring charges consisted primarily of $3.3 million for the write-off of intangible assets and goodwill, as well as $0.5 million for the write-off of other assets, loss on the sale of equipment and severance accruals. The remaining $0.4 million of restructuring expenses are expected to be recognized in the second quarter of fiscal year 2026. The AST Restructuring was substantially complete as of May 31, 2025.

As a result of the AST Restructuring, we closed two surface technology facilities that were located in Garland, Texas and Tampa, Florida. Management performed an analysis of the assets at each location expected to be closed. For assets that were not sold or transferred to another location for use in operations, management wrote down the assets to reflect a decrease in the estimated useful life and lower value to the Company.

18. Commitments and Contingencies

Legal

~~The~~AZZ ~~Company~~ and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. These proceedings include labor and employment claims, various commercial disputes, worker’s compensation and environmental matters, all arising in the normal course of business. As discovery progresses on all outstanding legal matters, ~~the~~we ~~Company~~ continuously ~~evaluates~~evaluate opportunities to either mediate the cases or settle the disputes for nuisance value or the cost of litigation as a way to resolve the disputes prior to trial. As the pending cases progress through additional discovery and potential mediation, our assessment of the likelihood of a favorable or an unfavorable outcome on the pending lawsuits may change. Although the actual outcome of these lawsuits or other proceedings cannot be predicted with any certainty, and the amount of any potential liability that could arise with respect to such lawsuits or other matters cannot be predicted at this time, management, after consultation with legal counsel believes it has strong claims or defenses to all of its legal matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or cash flows.

In 2017, Southeast Texas Industries, Inc. ("“STI"”) filed a breach of contract lawsuit against the Company in the 1st District Court of Jasper County, Texas (the "“Court"”). In 2020, we filed a counter suit against STI for amounts due to AZZ for work performed. On October 16, 2023, the case went to trial, and on October 27, 2023, the jury rendered a verdict in favor of STI and against AZZ Beaumont in the amount of $5.5 million in damages for breach of contract and breach of express warranty. A final judgment amount was entered by the Court on February 14, 2024., Weand ~~filed~~we ~~our~~purchased ~~Notice~~a ofsupersedeas ~~Appeal~~bond onto ~~May~~cover ~~14,~~the ~~2024,~~final ~~and~~judgment ~~purchased~~amount ~~our~~throughout ~~supersedeas~~the ~~bond~~duration of the appellate process on May 23, 2024. We are still waiting on the trial transcript from the court reporter and the appellate process is tolled until the transcript is delivered to the parties. We believe we have strong grounds for an appeal, and will pursue all available appellate options. The appeal process is expected to take up to two years. As of ~~November~~May 3031, ~~2024~~2025, we have recorded a legal accrual of $5.5 million, which is included in "Other accrued liabilities" on our consolidated balance sheets, reflecting our best estimate of the probable loss. Our estimate of the probable loss may change throughout the appellate process. ~~Our supersedeas bond was purchased to cover the final judgment amount throughout the duration of the appellate process.~~

AIn ~~litigation~~2019, ~~matter~~Tampa ~~between~~Electric ~~AZZ~~Company ("TECO") entered into a contract to provide services in Florida. TECO terminated our affiliate from the project, asalleging ~~Plaintiff~~failure to comply with safety guidelines. We believe the affiliate was terminated for convenience on the project, and aour ~~previous~~affiliate ~~customer~~was not given its contractual right of annotice ~~affiliate~~and 47 hours to deliver a corrective action plan. In 2020, we filed a lawsuit against TECO for breach of contract and unjust enrichment in the ~~AIS~~Thirteenth ~~business~~Judicial Circuit Court in and for Hillsborough County, ~~which~~Florida. In ~~was~~connection ~~retained~~with ~~following~~AZZ selling the ~~disposition~~majority ofinterest in the AIS business to Fernweh Group on September 30, is2022, ~~scheduled~~we agreed to goretain this lawsuit. The parties unsuccessfully mediated the case in June 2023. The case went to trial inon January 13, 2025. On AsFebruary ~~of November 30~~10, ~~2024~~2025, wethe ~~have~~jury rendered a ~~receivable~~verdict ~~due~~in ~~from~~favor ~~the~~of ~~Defendant,~~TECO ~~net~~against ofour ~~allowance,~~affiliate in the amount of $5.2 million, which isrepresented ~~included~~the inreceivable ~~"Trade~~due ~~accounts~~from ~~receivable~~the TECO, net of allowance. We ~~for~~recognized ~~credit~~expense ~~losses"~~of $6.5 million in the ~~consolidated~~fourth ~~balance~~quarter ~~sheets.~~of ~~This~~fiscal ~~receivable~~2025, ~~balance~~consisting ~~represents~~of ~~our~~$5.2 million ~~best~~for ~~estimate~~the derecognition of the ~~amount~~net wereceivable ~~expect~~from toTECO ~~collect~~and $1.3 million for estimated legal fees, of which ~~may~~$1.2 million ~~change~~are ~~depending~~included ~~upon~~in ~~the~~"Other ~~outcome~~accrued liabilities" as of ~~the~~May 31, ~~trial~~2025.

Prior to AZZ's acquisition of Precoat Metals on May 13, 2022, Precoat Metals sold its Armorel Arkansas facility to Nucor Coatings Corporation ("Nucor") via a purchase agreement dated October 27, 2020 ("2020 Agreement"). On December 14, 2022, Nucor subsequently filed a lawsuit against Precoat Metals for indemnification for breach of environmental representations and warranties made in the 2020 Agreement. In the lawsuit, Nucor asserted that it has sustained certain damages resulting from Precoat Metal’s breach of its indemnification obligations that were set forth in the 2020 Agreement. The parties attended a mediation on March 18, 2024, and although the Company believed Nucor’s case was deficient and it had very strong defenses to the allegations asserted by Nucor, management determined that it was still in the best interest of the Company to settle all matters for the estimated cost of defense in an effort to retain and fortify its current commercial relationships with Nucor, who is both a customer and supplier to the Company. The parties mutually agreed to resolve all disputed matters for $5.25 million. The $5.25 million settlement amount was included in "Other accrued liabilities" in the consolidated balance sheet as of February 29, 2024. The settlement amount was paid by the Company to Nucor on September 9, 2024. 24

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AZZ INC.

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October 30, 2024, the claim was denied and the court ordered the parties to mediate. The parties attended the court ordered mediation on December 3, 2024, and although the Company believed the Gainesville Associates' case was deficient and it had very strong defenses to the allegations asserted by Gainesville Associates, management determined that it was still in the best financial interest of the Company to settle all matters for the estimated cost of defense. The parties mutually agreed to resolve all disputed matters for $6.0 million, of which our portion was $1.9 million. We have recognized $0.5 million of legal expenses and have accrued an additional $3.0 million related to this matter. The accrual consists of estimated legal expenses of $1.1 million, as well as the settlement amount of $1.9 million, and is included in "Other accrued liabilities" in the consolidated balance sheet as of November 30, 2024. The settlement payment is expected to be made during the fourth quarter of fiscal year 2025.

Environmental

As of ~~November~~May 3031, ~~2024~~2025, the reserve balance for our environmental liabilities was $1918.6 7 million, of which $2.2 million is classified as current. Environmental remediation liabilities include costs directly associated with site investigation and site remediation, such as materials, external contractor costs, legal and consulting expenses and incremental internal costs directly related to ongoing remediation plans. Estimates used to record environmental remediation liabilities are based on the Company's best estimate of probable future costs based on site-specific facts and circumstances known at the time of these estimates and they are updated on a quarterly basis. Estimates of the cost for the potential or ongoing remediation plans are developed using internal resources and third-party environmental engineers and consultants.

~~The~~We ~~Company~~accrue ~~accrues~~ the anticipated cost of environmental remediation when the obligation is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. While any revisions to ~~the~~our ~~Company's~~ environmental remediation liabilities could potentially be material to the operating results of any fiscal quarter or fiscal year, ~~the~~we ~~Company~~do ~~does~~ not expect such additional remediation expenses to have an adverse material effect on ~~its~~our financial position, results of operations, or cash flows.

Capital Commitments—Greenfield Aluminum Coil Coating Facility

We are expanding our coatings capabilities bythrough ~~constructing~~the construction of a new 25-acre aluminum coil coating facility in Washington, Missouri, ~~that~~which iswas ~~expected~~became ~~to be~~ operational induring ~~calendar~~the ~~year~~first ~~2025~~quarter ~~(the~~of ~~Company's~~ fiscal ~~year~~ 2026). The new greenfield facility ~~will~~is be included in the AZZ Precoat Metals segment and is supported by a take-or-pay contract for approximately 75% of the output from the new plant. We expect to spend approximately $~~124~~121.08 million in capital payments over the life of the project, of which $60113.86 million was paid prior to fiscal ~~2025~~2026 and $463.82 million was paid during the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025. The remaining balance of $165.40 million, isfor onwhich ~~schedule~~we have capital commitments, is expected to ~~occur~~be paid by the ~~first~~second quarter of fiscal 2026~~, of which we have capital commitments of $9~~.~~7 million.~~

~~Commodity~~19. Subsequent ~~pricing~~Events

AsInterest ofRate November 30, 2024, we had non-cancelable forward contracts to purchase approximately $4.7 million of zinc at various volumes and delivery prices for December 2024. We also had non-cancelable forward contracts to purchase approximately $8.6 million of natural gas at various volumes and commodity plus delivery prices between December 2024 and November 2025. All such contracts expire by the third quarter of fiscal 2026. We had no other contracted commitments for any other commodities including steel, aluminum, copper, zinc, nickel-based alloys, natural gas, except for those entered into under the normal course of business.Swap

29Effective June 30, 2025, we entered into a new interest rate swap agreement with a notional amount of $290.0 million. The new interest rate swap converts the SOFR portion of our Term Loan B to 3.759%, resulting in a total fixed rate of 6.259%. Upon execution of the new interest rate swap, the prior swap agreement was simultaneously terminated.

Metal Coatings Acquisition

On July 1, 2025, we acquired all the assets of a hot-dip galvanizing facility based in Canton, Ohio for net proceeds of $30.1 million. The acquisition will be included in our Metal Coatings segment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

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 Quarterly Report 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 markets, the industrial markets, and the metal coatings markets. We could also experience additional increases in labor costs, components and raw materials including zinc and natural gas, which are used in our hot-dip galvanizing process, paint used in our coil coating process; supply-chain vendor delays; customer requested delays of our manufactured solutions; 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 and other foreign markets in which we operate; 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 29 28, ~~2024~~2025 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.

The following discussion should be read in conjunction with "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the fiscal year ended February 29 28, ~~2024~~2025, and with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

Business Operations Update

Our results for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025 (the "current ~~nine-month period~~quarter") were favorably impacted primarily by the recognition of equity in earnings for the excess distribution from the AVAIL JV, and by the growth in demand for our manufactured solutions in the construction and utilities industries.

The ~~demand~~equity ~~for~~in ~~our~~earnings ~~manufactured~~recognized ~~solutions~~following the AVAIL JV distribution was the primary contributor to net income of $~~108~~170.69 million for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025. Our operating results for ~~the~~ three ~~and nine~~ months ended ~~November~~May 3031, ~~2024~~2025, including operating results by segment, are described in the summary on the following page, and detailed descriptions can be found below under "Results of Operations."

Our operations generated $~~185~~314.68 million of cash for the current ~~nine~~three-month period. The components of our liquidity and descriptions of our cash flows, capital investments, and other matters impacting our liquidity and capital resources can be found below under "Liquidity and Capital Resources."

Outlook

While it is difficult to predict future North American economic activity and its impact on the demand for our galvanizing and coil coating solutions, as well the impact that political or regulatory developments may have on us, ~~several~~we ~~factors~~have ~~are~~noted ~~outlined~~several factors below that have impacted or may impact our results of operations during the ~~fourth~~second quarter of fiscal ~~2025~~2026.

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•Sales prices in our AZZ Metal Coatings segment are expected to remain consistent with current levels. Fluctuations in product mix, along with competitive market pressures, may impact selling price.

•Sales prices in our AZZ Precoat Metals segment are expected to ~~remain~~increase ~~consistent~~on ~~with~~average ~~current~~from past levels, resulting from passing through higher pricing on specified materials along with increased overall selling prices, although fluctuations in mix may impact the average selling price.

•Demand in our AZZ Metal Coatings and AZZ Precoat Metals segments is expected to follow our typical seasonal patterns.

•Customer inventories for our AZZ Metal Coatings segment remain consistent, which should support the continued demand for our metal coatings solutions.

•Customer inventories for our AZZ Precoat Metals segment remain at normal seasonal levels, which should support the continued demand for our coil coating solutions.

RESULTS OF OPERATIONS

Overview

We are a provider of hot-dip galvanizing and coil coating solutions to a broad range of end-markets, predominantly in North America. We operate three distinct business segments, the AZZ Metal Coatings segment, the AZZ Precoat Metals segment, and the AZZ Infrastructure Solutions segment. Our discussion and analysis of financial condition and results of operations is divided by each of our segments, along with corporate costs and other costs not specifically identifiable to a segment. For a reconciliation of segment operating income to consolidated operating income, see "Item I. Financial Statements—Note 6". Management believes that the most meaningful analysis of our results of operations is to analyze our performance by segment. We use sales and operating income by segment to evaluate the performance of our segments. Segment operating income consists of sales less cost of sales and selling, general and administrative expenses that are specifically identifiable to a segment.

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QUARTER ENDED ~~NOVEMBER~~MAY 3031, ~~2024~~2025 COMPARED TO THE QUARTER ENDED ~~NOVEMBER~~MAY 3031, ~~2023~~2024

Segment Sales and Operating Income

The following tables contain operating segment data by segment, for the Company's corporate operations and on a consolidated basis (in thousands):

	Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	~~168~~187,~~599~~215	$	~~235~~234,~~055~~747	$	—	$	—	$	~~403~~421,~~654~~962
Cost of sales	116,542		189,334		—		—		305,876
Cost of sales(3)	130,356		187,476		—		—		317,832
Gross margin	5256,~~057~~859		4547,~~721~~271		—		—		97104,~~778~~130
Selling, general and administrative	5,684		8,641		29		24,889		39,243
Selling, general and administrative(4)	6,127		7,917		80		20,457		34,581
Operating income (loss)	~~46,373~~$	50,732	~~37,080~~$	39,354	(2980)		(2420,~~889~~457)		5869,~~535~~549
Interest expense	—		—		—		(1918,~~223~~563)		(1918,~~223~~563)
Equity in earnings of unconsolidated subsidiaries	—		—		7,168		—		7,168
Equity in earnings of unconsolidated subsidiaries(5)	—		—		173,523		—		173,523
Other income (expense)	~~116~~(61)		—		—		~~(879)~~1,388		~~(763)~~1,327
Income (loss) before income tax	$	4650,~~489~~671	$	3739,~~080~~354	$	7173,~~139~~443	(4437,~~991~~632)		45225,~~717~~836
Income tax expense							1254,~~114~~928		1254,~~114~~928
Net income (loss)							$	(5792,~~105~~560)	$	33170,~~603~~908
See notes below tables.

~~See notes below.~~28

	Three Months Ended November 30, 2023
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	163,186	$	218,419	$	—	$	—	$	381,605
Cost of sales	115,952		177,504		—		—		293,456
Gross margin	47,234		40,915		—		—		88,149
Selling, general and administrative	9,392		8,163		290		17,480		35,325
Operating income (loss)	37,842		32,752		(290)		(17,480)		52,824
Interest expense	—		—		—		(25,855)		(25,855)
Equity in earnings of unconsolidated subsidiaries	—		—		8,742		—		8,742
Other expense	(29)		—		—		(12)		(41)
Income (loss) before income tax	$	37,813	$	32,752	$	8,452	(43,347)		35,670
Income tax expense							8,780		8,780
Net income (loss)							$	(52,127)	$	26,890

(1) Infrastructure Solutions segment includes our equity in earnings from our investment in the AVAIL JV as well as other expenses related to

receivables and liabilities that were retained following the sale of the AIS business.

(2) Interest expense and Income tax expense are included in the Corporate segment as these items are not allocated to the segments.

Sales

For the three months ended November 30, 2024 (the "current quarter"), consolidated sales increased $22.0 million, or 5.8%, compared to the three months ended November 30, 2023 (the "prior year quarter").

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Sales for the AZZ Metal Coatings segment increased $5.4 million, or 3.3%, for the current quarter, compared to the prior year quarter. The increase was primarily due to $9.9 million resulting from a higher volume of steel processed, partially offset by a decrease in selling price of $2.5 million, due to product mix. Other sales decreased $2.0 million.


	Three Months Ended May 31, 2024
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	176,651	$	236,557	$	—	$	—	$	413,208
Cost of sales	122,735		187,803		—		—		310,538
Gross margin	53,916		48,754		—		—		102,670

Selling, general and administrative	5,984		8,660		29		18,248		32,921

Operating income (loss)	$	47,932	$	40,094	(29)		(18,248)		69,749

Interest expense	—		—		—		(22,774)		(22,774)
Equity in earnings of unconsolidated subsidiaries	—		—		3,824		—		3,824
Other income	56		—		—		148		204
Income (loss) before income tax	$	47,988	$	40,094	$	3,795	(40,874)		51,003
Income tax expense							11,401		11,401
Net income (loss)							$	(52,275)	$	39,602

Sales for the AZZ Precoat Metals segment increased $16.6 million, or 7.6% for the current quarter. The increase is due to a higher volume of coil coated in the current quarter, compared to the prior year quarter, and an increase in the average price due to product mix.



(1)			Infrastructure Solutions segment includes the equity in earnings from our investment in the AVAIL JV, as well as other expenses related to receivables and liabilities that were retained following the sale of the AIS business. See "Item I. Financial Statements—Note 18" for further discussion of the receivables and liabilities.
(2)			Interest expense and Income tax expense are included in the Corporate segment as these items are not allocated to the segments.
(3)			Metal Coatings segment includes restructuring charges of $3.8 million. See "Item I. Financial Statements—Note 17."
(4)			Includes stock-based compensation expense of $2.2 million, of which $0.4 million and $1.8 million are included in Metal Coatings and Corporate, respectively. See Note 15.
(5)			During the three months ended May 31, 2025, AVAIL completed the sale of the Electrical Products Group business 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, which is in excess of the investment in the AVAIL JV, which was $107.4 million as of May 31, 2025. The excess distribution of $165.8 million was recorded as equity in earnings of unconsolidated entities during the three months ended May 31, 2025.

Operating Income

For the current quarter, consolidated operating income was $58.5 million, an increase of $5.7 million, or 10.8%, compared to the prior year quarter.

Operating income for the AZZ Metal Coatings segment increased $8.5 million, or 22.5%, for the current quarter, compared to the prior year quarter. The increase was due to increased sales as described above, partially offset by an increase in cost of sales. The increase in cost of sales of $0.6 million was primarily due to a $3.1 million increase in overhead costs and a $0.8 million increase in labor costs, partially offset by a $3.4 million decrease in zinc cost. Selling, general and administrative expense decreased $3.7 million, due to a legal reserve in the prior year, partially offset by an increase in compensation costs.

Operating income for the AZZ Precoat Metals segment increased $4.3 million, or 13.2% for the current quarter. The increase is primarily due to increased sales as described above, offset by higher cost of sales. Cost of sales increased $11.8 million, primarily due to variable costs related to the increased volume of coil coated and an increase in fixed costs. Selling, general and administrative expense increased $0.5 million.

Corporate Expenses

Corporate selling, general and administrative expenses increased $7.4 million, or 42.4%, for the current quarter, compared to the prior year quarter. The increase was primarily due to: an increase in salaries and wages, due to retirement and other severance expense for certain executive management employees; increased incentive expense, due to improved performance of the Company; an increase in stock-based compensation related to the Company's employee stock purchase plan, due to the increase in AZZ's common stock price; a legal settlement and other legal expenses related to a non-operating entity of $3.5 million; and transition services agreement fees associated with the AVAIL JV, which were received in the prior year quarter, with no comparable receipt in the current quarter.

Interest Expense

Interest expense for the current quarter decreased $6.6 million, to $19.2 million, compared to $25.9 million for the prior year quarter. The decrease in interest expense is primarily attributable to a decrease in the weighted average debt outstanding of $111.2 million and a decrease in the weighted average interest rate of 1.3% in the current quarter compared to the prior year quarter, coupled with higher capitalized interest of $1.1 million associated with the construction of the new plant in Washington, Missouri.

Equity in Earnings of Unconsolidated Entities

Equity in earnings of unconsolidated subsidiaries for the current quarter decreased $1.6 million, to $7.2 million, compared to $8.7 million in the prior year quarter. The decrease is due to lower earnings from the AVAIL JV in the current quarter compared to the prior year quarter.

See Note 7 of our consolidated financial statements for more information about the AVAIL JV.

Income Taxes

The provision for income taxes reflects an effective tax rate of 26.5% for the current quarter, compared to 24.6% for the prior year quarter. The increase in the effective tax rate is primarily attributable to higher non-deductible items such as compensation limited by IRC Sec. 162(m) and higher state income tax expense, net of federal benefit. The increase is also attributable to lower research and development tax credits related to our 40% investment in the AVAIL JV.

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NINE MONTHS ENDED NOVEMBER 30, 2024 COMPARED TO THE NINE MONTHS ENDED NOVEMBER 30, 2023

Segment Sales and Operating Income

The following tables contain operating segment data by segment, for the Company's corporate operations and on a consolidated basis (in thousands):

	Nine Months Ended November 30, 2024
	Metal Coatings		Precoat Metals		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	516,750	$	709,119	$	—	$	—	$	1,225,869
Cost of sales	357,471		564,436		—		—		921,907
Gross margin	159,279		144,683		—		—		303,962
Selling, general and administrative	17,286		24,980		67		65,699		108,032
Operating income (loss)	141,993		119,703		(67)		(65,699)		195,930
Interest expense	—		—		—		(63,906)		(63,906)
Equity in earnings of unconsolidated subsidiaries	—		—		12,470		—		12,470
Other income (expense)	165		—		—		(307)		(142)
Income (loss) before income tax	$	142,158	$	119,703	$	12,403	(129,912)		144,352
Income tax expense							35,728		35,728
Net income (loss)							$	(165,640)	$	108,624

See notes below.

	Nine Months Ended November 30, 2023
	Metal Coatings		Precoat Metals(4)		Infrastructure Solutions(1)		Corporate(2)		Total
Sales	$	501,816	$	669,204	$	—	$	—	$	1,171,020
Cost of sales	353,280		535,326		—		—		888,606
Gross margin	148,536		133,878		—		—		282,414
Selling, general and administrative	20,143		24,429		6,244		52,271		103,087
Operating income (loss)	128,393		109,449		(6,244)		(52,271)		179,327
Interest expense	—		—		—		(82,331)		(82,331)
Equity in earnings of unconsolidated subsidiaries	—		—		11,136		—		11,136
Other income (expense)	(40)		—		—		49		9
Income (loss) before income tax	$	128,353	$	109,449	$	4,892	(134,553)		108,141
Income tax expense							24,397		24,397
Net income (loss)							$	(158,950)	$	83,744

(1) Infrastructure Solutions segment includes our equity in earnings from our investment in the AVAIL JV as well as other expenses related to

receivables and liabilities that were retained following the sale of the AIS business.

(2) Interest expense and Income tax expense are included in the Corporate segment as these items are not allocated to the segments.

Sales

For the current ~~nine-month period~~quarter, consolidated sales increased $548.8 million, or 42.71%, compared to the ~~nine~~three months ended ~~November~~May 3031, ~~2023~~2024 (the "prior year ~~nine-month period~~quarter").

Sales for the AZZ Metal Coatings segment increased $1410.96 million, or 36.0%, for the current ~~nine-month period~~quarter, compared to the prior year ~~nine-month period~~quarter. The increase ~~in sales~~ was primarily due to $11.7 million resulting from a higher volume of steel processed, and an increase in other sales of $~~23.~~0.4 million, ~~resulting~~partially offset by a decrease in selling price of $1.5 million, due to product mix.

34Sales for the AZZ Precoat Metals segment decreased $1.8 million, or 0.8% for the current quarter, compared to the prior year quarter. The decrease is due to a lower volume of coil coated and a decrease in other sales of $0.4 million, partially offset by an increase in the average price due to product mix.

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from a higher volume of steel processed during the period, partially offset by a decrease of $4.4 million in selling price, due to product mix. Other sales decreased $3.7 million.

Sales for the AZZ Precoat Metals segment increased $39.9 million, or 6.0% for the current nine-month period, primarily due to a higher volume of coil coated, partially offset by a decrease in selling price due to product mix.

Operating Income

For the current ~~nine-month period~~quarter, consolidated operating income ~~increased~~was $1669.65 million, ora ~~9.3%,~~decrease toof $~~195~~0.92 million, or 0.3%, compared to the prior year ~~nine-month period~~quarter.

Operating income for the AZZ Metal Coatings segment increased $132.68 million, or 105.68%, for the current ~~nine-month period~~quarter, compared to the prior year ~~nine-month period~~quarter. The increase was due to ~~improved~~increased sales as described above, ~~and lower selling, general and administrative expenses,~~ partially offset by ~~higher~~an increase in cost of sales. ~~Cost~~The increase in cost of sales ~~increased~~of $47.26 million, was primarily due to ~~higher~~a ~~labor~~$4.8 ~~and~~million increase in overhead costs, ofa $131.85 million, ~~partially~~increase ~~offset~~in bylabor costs, and a ~~decrease~~$2.1 million increase in zinc cost. The increase in overhead costs was primarily due to restructuring charges of $93.68 million for two surface technology facilities. Selling, general and administrative expense ~~decreased~~increased $20.94 million, ~~primarily~~driven ~~due~~by toan aincrease ~~legal~~in ~~reserve~~stock-based incompensation and the ~~prior~~recognition ~~year,~~of ~~partially~~bad ~~offset~~debt byexpense anin ~~increase~~the incurrent ~~compensation~~quarter, ~~costs~~compared to prior year quarter.

Operating income for the AZZ Precoat Metals segment increased $10.3 million, or 9.4%. The increase is primarily due to the increase in sales as described above, offset by higher cost of sales. Cost of sales increased $29~~.0 million, primarily due to variable costs related to the increased volume of coil coated.~~

~~Operating~~Table ~~income for the AZZ Infrastructure Solutions segment increased $6.2 million, primarily due to a legal settlement~~ of ~~$5.75 million and legal expenses associated with the settlement in the prior year nine-month period.~~Contents

Operating income for the AZZ Precoat Metals segment decreased $0.7 million, or 1.8% for the current quarter, compared to the prior year quarter. The decrease is primarily due to decreased sales as described above, offset by a decrease in cost of sales of $0.3 million, primarily due to variable costs related to the decreased volume of coil coated, and a decrease in selling, general and administrative expense of $0.7 million.

Corporate Expenses

Corporate selling, general and administrative expenses increased $132.42 million, or 2512.71%, for the current ~~nine-month period~~quarter, compared to the prior year ~~nine-month period~~quarter. The increase was primarily due to: anthe ~~increase~~adoption inof ~~salaries~~the ~~and~~Executive ~~wages,~~Retiree ~~due~~LTI toProgram ~~the retirement~~ and ~~other~~the ~~severance~~acceleration of expense for ~~certain executive management employees; increased incentive expense due to improved performance of~~ the ~~Company; an increase in stock-based compensation~~ related ~~to our employee~~ stock ~~purchase~~awards ~~plan, due to the increase in AZZ's common stock price; a legal settlement and other legal expenses related to a non-operating entity~~ of $31.58 million;, and ~~transition~~an ~~services~~increase ~~agreement fees associated with the AVAIL JV, which were received~~ in ~~the~~employee ~~prior~~benefits ~~year nine-month period, with no comparable receipt in the current nine-month period~~expense.

Interest Expense

Interest expense for the current ~~nine-month~~quarter ~~period~~ decreased $~~18.~~4.2 million, to $6318.96 million, compared to $8222.38 million for the prior year ~~nine-month period~~quarter. The decrease in interest expense is primarily attributable to a decrease in the weighted average debt outstanding of $~~109~~96.46 million and a decrease in the weighted average interest rate of 12.0529% in the current ~~nine-month~~quarter, ~~period~~ compared to the prior year ~~nine-month~~quarter. ~~period,~~The ~~coupled~~decrease ~~with~~in ~~higher~~interest ~~capitalized~~expense ~~interest~~is ofpartially ~~$3.5~~offset ~~million~~by lower capitalized interest associated with the construction of the new plant in Washington, MOMissouri, for the current quarter, compared to the prior year quarter.

Equity in Earnings of Unconsolidated Entities

Equity in earnings of unconsolidated subsidiaries for the current ~~nine-month~~quarter ~~period~~ increased $1169.37 million, to $12173.5 million, compared to $113.18 million in the prior year ~~nine-month period~~quarter. The increase is due to ~~higher~~the ~~earnings~~recognition of a gain for a distribution in excess of our investment balance of $165.8 million from the AVAIL JV, ~~primarily~~following ~~driven~~the bysale ~~AVAIL's~~of ~~enclosure~~their ~~business~~Electrical Products Group in the current quarter. See "Item I. Financial Statements—Note 7" for more information about the AVAIL JV.

See Note 7 of our consolidated financial statements for more information about the AVAIL JV.

Income Taxes

The provision for income taxes reflects an effective tax rate of 24.83% for the current ~~nine-month~~quarter, ~~period~~ compared to 22.64% for the prior year ~~nine-month period~~quarter. The increase in the effective tax rate is primarily attributable to ~~favorable adjustments for~~ the ~~prior~~AVAIL ~~year~~JV ~~nine-month~~distribution's ~~period~~impact ~~related~~ to ~~uncertain~~earnings and tax ~~positions~~expense, partially offset by higher discrete items driven by tax deductions for stock compensation ~~in fiscal year 2025~~. ~~The~~ ~~increase is also attributable to the increase in state tax expense, net of federal benefit.~~

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LIQUIDITY AND CAPITAL RESOURCES

We have historically met our cash needs through a combination of cash flows from operating activities along with bank and bond market debt. Our cash requirements generally include cash dividend payments, capital improvements, debt repayment and acquisitions. Based on our current financial condition and current operations, we believe that our cash position, cash flows from operating activities and our expectation of continuing availability to draw upon our credit facilities are sufficient to meet our cash flow needs for the foreseeable future.

As of ~~November~~May 3031, ~~2024~~2025, our total liquidity of $~~347~~309.24 million consisted of available capacity on our Revolving Credit Facility of $~~345~~306.73 million and cash and cash equivalents of $13.50 million.

Cash Flows

The following table summarizes our cash flows by category for the periods presented (in thousands):

Nine Months Ended November 30,

Three Months Ended May 31,

2024

2023

2025

2024

Net cash provided by operating activities

~~185~~314,~~597~~782

~~180~~71,~~928~~944

Net cash used in investing activities

(8517,~~100~~122)

(6627,~~853~~379)

Net cash used in financing activities

(~~103~~295,~~912~~512)

(~~109~~38,~~444~~542)

Net cash provided by operating activities for the current ~~nine~~three-month period was $~~185~~314.68 million, driven primarily by net income ~~from continuing operations~~ of $~~108~~170.69 million, adjusted to exclude non-cash charges, net of non-cash income of $69142.10 million, a cash distribution received on the investment in the AVAIL JV of $273.2 million, an increase in cash resulting from a reduction in working capital of $217.98 million, and a decrease in cash resulting from changes in other long-term assets and liabilities, including deferred taxes, of $15.81 million ~~and a cash distribution received on the investment in the AVAIL JV of $6~~.~~8 million.~~ The reduction in working capital is due primarily to increases in accounts payable, other accrued liabilities and income taxes payable, as well as a reduction in inventories ~~and accounts receivable~~; partially offset by increases in ~~other~~accounts ~~receivables~~receivable, prepaid expenses and contract assets due to higher sales. Net cash provided by operating activities was used to fund $8520.9 million of capital expenditures, make net payments on long-term debt and finance leases ~~liabilities~~ of $82285.28 million, make dividend payments of $185.01 million and make payments for taxes related to net share settlement of equity awards of $~~5.0 million. We also completed a secondary public offering of~~ 4.6 ~~million shares of our common stock, which provided cash, net of offering costs, of $310.2~~ million~~, which was used to redeem our 240,000 shares of Series A Preferred Stock for $308~~.~~9 million.~~

Net cash provided by operating activities for the prior year ~~nine~~three-month period was $~~180~~71.9 million, driven primarily by net income of $8339.76 million, adjusted to exclude non-cash charges, net of non-cash income of $6322.35 million and an increase in cash resulting from an decrease in working capital of $387.86 million, partially offset by a decrease in cash resulting from other long-term assets and liabilities, including deferred taxes, of $41.97 million. Net cash provided by operating activities was used to fund $6627.94 million of capital expenditures, make net payments on long-term debt and finance leases liabilities of $8625.62 million, make dividend payments of $237.69 million and make payments for taxes related to net share settlement of equity awards of $04.86 million.

Financing and Capital

2022 Credit Agreement and Term Loan B

The 2022 Credit Agreement includes the following significant terms:

ii.provides for a maximum senior secured Revolving Credit Facility in the aggregate principal amount of $400.0 million (the "Revolving Credit Facility"), ~~which~~due ~~matures on~~ May 13, 2027;

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iii.includes a letter of credit sub-facility of up to $100.0 million, which is part of, and not in addition to, the Revolving Credit Facility;

~~iv.borrowings under the Term Loan B bear an interest rate of Secured Overnight Financing Rate ("SOFR") plus 2.50%, which is part of, and not in addition to, the Revolving Credit Facility;~~31

~~v.borrowings~~Table ~~under the Term Loan B bear an interest rate~~ of Secured Overnight Financing Rate ("SOFR") plus 2.50% (following the repricings on March 20, 2024 and September 24, 2024 as described below) and the Revolving Credit Facility bears a leverage-based rate with various tiers between 2.75% and 3.50%; as of November 30, 2024, the interest rate was SOFR plus 2.75%;Contents

viiv.~~includes~~borrowings ~~customary~~under ~~affirmative~~the ~~and~~Term ~~negative~~Loan ~~covenants,~~B ~~and~~bear ~~events~~an interest rate of ~~default;~~Secured ~~including~~Overnight ~~restrictions~~Financing onRate ("SOFR") plus 2.50% and the ~~incurrence~~Revolving ofCredit ~~non~~Facility bears a leverage-~~ordinary~~based ~~course~~rate ~~debt,~~with ~~investment~~various tiers between 1.75% and ~~dividends~~2.75%; as of May 31, ~~subject~~2025, tothe ~~various~~interest ~~exceptions;~~rate ~~and,~~was SOFR plus 2.00%;

~~vii~~v.includes acustomary ~~maximum~~affirmative ~~quarterly~~and ~~leverage~~negative ~~ratio financial covenant~~covenants, ~~with~~and ~~reporting~~events ~~requirements~~of todefault; ~~our~~including ~~banking~~restrictions ~~group~~on atthe ~~each~~incurrence ~~quarter~~of non-~~end.~~ordinary course debt, investment and dividends, subject to various exceptions; and,

Onvi.includes ~~March~~a ~~20,~~maximum ~~2024,~~quarterly weleverage ~~entered~~ratio ~~the~~financial ~~term~~covenant, ~~loan~~with ~~market~~reporting ~~and~~requirements ~~repriced~~to our ~~existing~~banking ~~Term~~group ~~Loan~~at ~~B. The~~each ~~repricing reduced the Term Loan B spread from a rate of SOFR plus 3~~quarter-end.~~75% to SOFR plus 3.25%.~~

On September 24, 2024, we completed our third repricing of the Term Loan B. The repricing reduced the margin from SOFR plus 3.25% to SOFR plus 2.50%, for a total reduction of 75 basis points.

We primarily utilize proceeds from the Revolving Credit Facility to finance working capital needs, capital improvements, quarterly cash dividends, acquisitions and other general corporate purposes.

Debt Compliance and Outstanding Borrowings

Letters of Credit

Interest Rate Swap

We manage our exposure to fluctuations in interest rates on our floating-rate debt by entering into interest rate swap agreements to convert a portion of our variable-rate debt to a fixed rate. On September 27, 2022, we entered into a fixed-rate interest rate swap agreement, which was subsequently amended on October 7, 2022 ~~(the "2022 Swap")~~, with banks that are parties to the 2022 Credit Agreement, to change the SOFR-based component of the interest rate. The 2022 Swap converts the SOFR portion to 4.277%. As Onof ~~September 24~~May 31, ~~2024~~2025, wethe ~~repriced~~2022 ~~our~~swap ~~Term~~resulted ~~Loan B to SOFR plus 2.50%, resulting~~ in a total fixed rate of 6.777%. ~~See~~The "2022 ~~Credit~~Swap ~~Agreement~~had an initial notional amount of $550.0 million and ~~Term~~a ~~Loan~~maturity B"date ~~section~~of ~~above~~September ~~for~~30, ~~information~~2025. The ~~related~~notional toamount of the ~~repricing~~interest rate swap decreases by a pro-rata portion of ~~the~~any ~~Company's~~quarterly principal payments made on the Term Loan B, onand ~~September~~the 24notional amount is $536.3 million as of February 28, ~~2024~~2025. The objective of the 2022 Swap ~~had~~is anto ~~initial~~eliminate ~~notional~~the ~~amount~~variability of ~~$550~~cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates.0 The ~~million~~hedged ~~and~~risk ais ~~maturity~~the ~~date~~interest ofrate ~~September~~risk 30exposure to changes in interest payments, ~~2025~~attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The ~~notional~~changes ~~amount~~in cash flows of the interest rate swap ~~decreases~~are byexpected ato ~~pro~~exactly offset changes in cash flows of the variable-~~rata~~rate ~~portion~~debt. We designated the 2022 Swap as a cash flow hedge at inception. Cash settlements, in the form of ~~any~~cash payments or cash receipts, of the 2022 Swap are recognized in interest expense.

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quarterly principal payments made on the Term Loan B, and the current notional amount is $537.6 million as of November 30, 2024. The objective of the 2022 Swap is to eliminate the variability of cash flows in interest payments attributable to changes in benchmark one-month SOFR interest rates, for a portion of our variable-rate debt. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month SOFR interest rates over the interest rate swap term. The changes in cash flows of the 2022 Swap exactly offset changes in cash flows of the variable-rate debt. We designated the 2022 Swap as a cash flow hedge at inception. Cash payments or receipts to settle the 2022 Swap are recognized in interest expense.

April 2024 Secondary Public Offering

Series A Convertible Preferred Stock

On May 9, 2024, we fully redeemed our 240,000 shares of 6.0% Series A Convertible Preferred Stock ("Series A 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 (as defined below) 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 reduces net income available to common shareholders. The Series A Preferred Stock was redeemed using proceeds from the April 2024 Secondary Public Offering.

On August 5, 2022, we exchanged our $240.0 million 6.00% convertible subordinated notes due June 30, 2030 for 240,000 shares of 6.0% Series A Preferred Stock, following the receipt of shareholder approval for the issuance of Series A Preferred Stock. The Series A Preferred Stock had a $1.00 par value per share, and ranked senior to the common stock of the Company, including with respect to both income and capital, but junior to our indebtedness. The Series A Preferred Stock is classified as "Mezzanine equity" in the consolidated balance sheets and, as noted above, was fully redeemed on May 9, 2024.

Capital Commitments—Greenfield Aluminum Coil Coating Facility

We are expanding our coatings capabilities bythrough ~~constructing~~the construction of a new 25-acre aluminum coil coating facility in Washington, Missouri, ~~that~~which iswas ~~expected~~became ~~to be~~ operational induring ~~calendar~~the ~~year~~first ~~2025~~quarter ~~(the~~of ~~Company's~~ fiscal ~~year~~ 2026). The new greenfield facility ~~will~~is be included in the AZZ Precoat Metals segment and is supported by a take-or-pay contract for approximately 75% of the output from the new plant. We expect to spend approximately $~~124~~121.08 million in capital payments over the life of the project, of which $60113.86 million was paid prior to fiscal ~~2025~~2026 and $463.82 million was paid during the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025. The remaining balance of $165.40 million is on schedule to occur by the ~~first~~second quarter of fiscal 2026, offor which we have capital commitments of $95.70 million. The remaining payments through fiscal 2026 are expected to be funded through cash flows from operations.

AVAIL JV

We account for our 40% interest in the AVAIL JV under the equity method of accounting and include our equity in earnings as part of the AZZ Infrastructure Solutions segment. We record our equity in earnings in the AVAIL JV on a one-month lag. In May 2025, Avail Infrastructure Solutions (“AVAIL”), in which we have an unconsolidated investment through the AVAIL JV, completed the sale of its electrical enclosures, switchgear, and bus systems businesses (the “Electrical Products Group”) to nVent Electric plc, for a purchase price of $975.0 million. Due to the one-month lag, we have not recognized equity in earnings from our proportionate share of the gain related to this sale. We expect to recognize our proportionate share of the gain through equity in earnings related to this event in the second quarter of fiscal 2026.

During the three months ended May 31, 2025, we received a distribution of cash from the AVAIL JV of $273.2 million, which exceeded our investment in the AVAIL JV of $107.4 million. Since we are not liable for the obligations of the AVAIL JV nor otherwise committed to provide financial support after writing off our investment in the AVAIL JV, we recognized $165.8 million as a gain for the three months ended May 31, 2025. We recorded $173.5 million in equity in earnings, which consists of 1) $7.7 million of equity in earnings from the AVAIL JV's operations for the three months ended May 31, 2025, and 2) $165.8 million of a gain from distribution received in excess of our investment in the AVAIL JV. We primarily used the proceeds from the distribution to pay down our Term Loan B.

Share Repurchase Program

During the ~~nine~~three months ended ~~November~~May 3031, ~~2024 and 2023~~2025, we did not repurchase shares of common stock under the 2020 Share Authorization. As of ~~November~~May 3031, ~~2024~~2025, wethere ~~had~~was $53.2 million ~~available~~remaining ~~under the 2020 Share Authorization that may be used~~ to ~~purchase~~repurchase shares inunder the ~~future.~~2020 Authorization. See "Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.”

Other Exposures

We have exposure to commodity price increases in all three of our operating segments, primarily zinc and natural gas in the AZZ Metal Coatings segment, and natural gas, steel, and aluminum scrap in the AZZ Precoat Metals segment. We attempt to minimize these increases by entering into agreements with our zinc suppliers and such agreements generally include fixed premiums, and by entering into agreements with our natural gas suppliers to fix a portion of our purchase cost. In addition to these measures, we attempt to recover other cost increases through improvements to our manufacturing process, supply chain management, and through increases in prices to match inflationary increases where competitively feasible. We have indirect exposure to copper, aluminum, steel and nickel-based alloys in the AZZ Infrastructure Solutions segment through our 40% investment in the AVAIL JV.

As of November 30, 2024, we had non-cancelable forward contracts to purchase approximately $4.7 million of zinc at various volumes and delivery prices for December 2024. We also had non-cancelable forward contracts to purchase approximately $8.6 million of natural gas at various volumes and commodity plus delivery prices between December 2024 and

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November 2025. All such contracts expire by the third quarter of fiscal 2026. We had no other contracted commitments for any other commodities including steel, aluminum, copper, zinc, nickel-based alloys, natural gas, except for those entered into under the normal course of business.

Off Balance Sheet Arrangements and Contractual Obligations

As of ~~November~~May 3031, ~~2024~~2025, we did not have any off-balance sheet arrangements as defined under SEC rules. Specifically, there were no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons that have, or may have, a material effect on the financial condition, changes in financial condition, sales or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the ~~condensed~~ consolidated financial statements and the accompanying notes.

There were no significant changes to our critical accounting policies and estimates compared to the critical accounting policies and estimates disclosed in "Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations", of our Annual Report on Form 10-K for the year ended February 29, 2024. 33

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Recent Accounting Pronouncements

See "Item I. Financial Statements—Note 1" for a full description of recent accounting pronouncements, including the actual and expected dates of adoption and estimated effects on our consolidated results of operations and financial condition, which is incorporated herein by reference.

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Non-GAAP Disclosures

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, ~~and~~ 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.

Management defines adjusted net income and adjusted earnings per share to exclude intangible asset amortization, ~~acquisition~~restructuring ~~expenses~~charges, ~~transaction~~and ~~related~~additional ~~expenses,~~stock ~~certain~~compensation ~~legal~~expense ~~settlements~~related ~~and~~to ~~accruals,~~the ~~and~~adoption ~~certain~~of ~~expenses~~our ~~related~~executive toretiree ~~non~~long-~~recurring~~term ~~events~~incentive program from the reported GAAP measure. Management defines Adjusted EBITDA as adjusted ~~earnings~~net income excluding depreciation, amortization, interest, ~~and~~ provision for income taxes and Series A Preferred Stock dividends. Management believes Adjusted EBITDA is used by investors to analyze operating performance and evaluate the Company's ability to incur and service debt, ~~and~~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 nine~~ months ended ~~November~~May 3031, ~~2024~~2025 and ~~2023~~2024 between the non-GAAP Adjusted Earnings Measures to the most comparable measures, calculated in accordance with GAAP (dollars in thousands, except per share data):

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Adjusted Net Income and Adjusted Earnings Per Share

	Three Months Ended November 30,								Nine Months Ended November 30,
	Three Months Ended May 31,
	2024				2023				2024				2023
	2025				2024
	Amount		Per Diluted Share(1)		Amount		Per Diluted Share(1)		~~Amount~~		~~Per Diluted Share(1)~~		~~Amount~~		~~Per Diluted Share(1)~~
Net income	$	33170,~~603~~908			$	2639,~~890~~602			$	~~108,624~~			$	~~83,744~~
Less: Series A Preferred Stock dividends	—				(31,~~600~~200)				~~(1,200)~~				~~(10,800)~~
Less: Redemption premium on Series A Preferred Stock	—				—(75,198)				~~(75,198)~~				—
Net income available to common shareholders(2)	33,603				23,290				32,226				72,944
Net income (loss) available to common shareholders(2)	170,908				(36,796)
Impact of Series A Preferred Stock dividends(2)	—				31,~~600~~200				~~1,200~~				~~10,800~~
Net income and diluted earnings per share for Adjusted net income calculation(2)	33,603		1.12		26,890		0.92		33,426		1.11		83,744		2.86
Net income (loss) and diluted earnings (loss) per share for Adjusted net income calculation(2)	170,908		$	5.66	(35,596)		$	(1.18)
Adjustments:
Amortization of intangible assets	5,~~773~~734		0.19		5,~~872~~793		0.20		~~17,353~~		~~0.58~~		~~18,108~~		~~0.62~~
Legal settlement and accrual(3)	3,483		0.12		4,500		0.15		3,483		0.12		10,250		0.35
Restructuring charges(3)	3,827		0.13		—		—
Retirement and other severance expense(4)	1,666		0.06		—		—		3,554		0.12		—		—
Redemption premium on Series A Preferred Stock(4)	—		—		75,198		2.49
Redemption premium on Series A Preferred Stock(5)	—		—		—		—		75,198		2.50		—		—
Executive retiree long-term incentive program(5)	2,185		0.07		—		—
Subtotal	10,922		0.37		10,372		0.35		99,588		3.31		28,358		0.97
AVAIL JV excess distribution(6)	(165,826)		(5.49)		—		—
Tax impact(6)	(2,621)		(0.09)		(2,489)		(0.08)		(5,854)		(0.19)		(6,806)		(0.23)
Subtotal	(154,080)		(5.10)		80,991		2.69
Total adjustments	8,301		0.28		7,883		0.27		93,734		3.11		21,552		0.74
Tax impact(7)	36,979		1.22		(1,390)		(0.05)
Adjusted net income and adjusted earnings per share (non-GAAP)	$	41,904	$	1.39	$	34,773	$	1.19	$	127,160	$	4.22	$	105,296	$	3.60
Total adjustments	(117,101)		(3.88)		79,601		2.64
Weighted average shares outstanding - Diluted for Adjusted earnings per share(2)			30,118				29,330				30,123				29,278
Adjusted net income and adjusted earnings per share (non-GAAP)	$	53,807	$	1.78	$	44,005	$	1.46
Weighted average shares outstanding - Diluted for Adjusted earnings per share(2)			30,217				30,194

See notes on page 4338.

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Adjusted EBITDA

	Three Months Ended November 30,				Nine Months Ended November 30,
	Three Months Ended May 31,
	2024		2023		2024		2023
	2025		2024
Net income	$	33170,~~603~~908	$	2639,~~890~~602	$	~~108,624~~	$	~~83,744~~
Interest expense	1918,~~223~~563		2522,~~855~~774		~~63,906~~		~~82,331~~
Income tax expense	1254,~~114~~928		811,~~780~~401		~~35,728~~		~~24,397~~
Depreciation and amortization	2021,~~633~~827		20,~~357~~323		~~61,383~~		~~59,034~~
Adjustments:
Legal settlement and accrual(3)	3,483		4,500		3,483		10,250
Restructuring charges(3)	3,827		—
Retirement and other severance expense(4)	1,666		—		3,554		—
Executive retiree long-term incentive program(5)	2,185		—
Adjusted EBITDA (non-GAAP)	$	90,722	$	86,382	$	276,678	$	259,756
AVAIL JV excess distribution(6)	(165,826)		—
Adjusted EBITDA (non-GAAP)	$	106,412	$	94,100

See notes on page 4338.

Adjusted EBITDA by Segment

A reconciliation of Adjusted EBITDA by segment to net income is as follows (in thousands):

	Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
	Metal Coatings		Precoat Metals		Infra-structure Solutions		~~Corporate~~		~~Total~~Corporate		Total
Net income (loss)	$	4650,~~489~~671	$	3739,~~080~~354	$	7173,~~139~~443	$	~~(57,105)~~	$	33(92,~~603~~560)	$	170,908
Interest expense	—		—		—		~~19,223~~		1918,~~223~~563		18,563
Income tax expense	—		—		—		~~12,114~~		1254,~~114~~928		54,928
Depreciation and amortization	6,~~614~~660		79,~~903~~123		—		~~6,116~~		206,~~633~~044		21,827
Adjustments:
Legal settlement and accrual(3)	—		—		—		3,483		3,483
Restructuring charges(3)	3,827		—		—				—		3,827
Retirement and other severance expense(4)	—		—		—		1,666		1,666
Executive retiree long-term incentive program(5)	358		—		—				1,827		2,185
Adjusted EBITDA (non-GAAP)	$	53,103	$	44,983	$	7,139	$	(14,503)	$	90,722
AVAIL JV excess distribution(6)	—		—		(165,826)				—		(165,826)
Adjusted EBITDA (non-GAAP)	$	61,516	$	48,477	$	7,617			$	(11,198)	$	106,412

See notes on page 4338.

	Three Months Ended November 30, 2023
	Three Months Ended May 31, 2024
	Metal Coatings		Precoat Metals		Infra-structure Solutions		~~Corporate~~		~~Total~~Corporate		Total
Net income (loss)	$	3747,~~813~~988	$	3240,~~752~~094	$	83,~~452~~795	$	~~(52,127)~~	$	26(52,~~890~~275)	$	39,602
Interest expense	—		—		—		~~25,855~~		2522,~~855~~774		22,774
Income tax expense	—		—		—		~~8,780~~		811,~~780~~401		11,401
Depreciation and amortization	6,~~678~~657		7,~~501~~593		—		~~6,178~~		206,~~357~~073		20,323
Adjustments:
Adjusted EBITDA (non-GAAP)	$	54,645	$	47,687	$	3,795			$	(12,027)	$	94,100
Legal settlement and accrual(3)	4,500		—		—		—		4,500
Adjusted EBITDA (non-GAAP)	$	48,991	$	40,253	$	8,452	$	(11,314)	$	86,382

See notes on page 4338.

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	Nine Months Ended November 30, 2024
	Metal Coatings		Precoat Metals		Infra-structure Solutions		Corporate		Total
Net income (loss)	$	142,158	$	119,703	$	12,403	$	(165,640)	$	108,624
Interest expense	—		—		—		63,906		63,906
Income tax expense	—		—		—		35,728		35,728
Depreciation and amortization	19,955		23,134		—		18,294		61,383
Adjustments:
Legal settlement and accrual(3)	—		—		—		3,483		3,483
Retirement and other severance expense(4)	—		—		—		3,554		3,554
Adjusted EBITDA (non-GAAP)	$	162,113	$	142,837	$	12,403	$	(40,675)	$	276,678

See notes on page 43.

	Nine Months Ended November 30, 2023
	Metal Coatings		Precoat Metals		Infra-structure Solutions		Corporate		Total
Net income (loss)	$	128,353	$	109,449	$	4,892	$	(158,950)	$	83,744
Interest expense	—		—		—		82,331		82,331
Income tax expense	—		—		—		24,397		24,397
Depreciation and amortization	19,647		20,407		—		18,980		59,034
Adjustments:
Legal settlement and accrual(3)	4,500		—		5,750		—		10,250
Adjusted EBITDA (non-GAAP)	$	152,500	$	129,856	$	10,642	$	(33,242)	$	259,756

See notes on page 43.

Debt Leverage Ratio Reconciliation

	Trailing Twelve Months Ended
	November 30,		February 29,
	May 31, 2025		February 28, 2025
	2024		2024
Gross debt	$	614,875	$	900,250
Gross debt	$	930,250	$	1,010,250
Less: Cash per bank statement	(17,928)		(12,670)
Less: Cash per bank statement	(10,233)		(24,807)
Add: Finance lease liability	10,160		6,647
Add: Finance lease liability	5,110		3,987
Consolidated indebtedness	$	607,107	$	894,227
Consolidated indebtedness	$	925,127	$	989,430
Net income	$	260,139	$	128,833
Net income	$	126,487	$	108,624
Depreciation and amortization	83,710		82,205
Depreciation and amortization	81,771		61,383
Interest expense	77,071		81,282
Interest expense	88,641		63,907
Income tax expense	85,376		41,850
Income tax expense	39,827		35,728
EBITDA	$	506,296	$	334,170
EBITDA per Credit Agreement	336,726		269,642
Cash items(8)	20,035		15,325
Cash items(7)	15,230		25,443
Non-cash items(9)	14,818		12,161
Non-cash items(8)	12,634		9,510
Equity in earnings, net of distributions	(173,835)		(3,598)
Equity in earnings, net of distributions	(6,863)		(12,294)
Adjusted EBITDA per Credit Agreement	$	367,314	$	358,058
Adjusted EBITDA per Credit Agreement	$	357,727	$	292,301
Net leverage ratio	1.7x		2.5x
Net leverage ratio	2.6x		3.4x

(1) Earnings per share amounts included in the "Adjusted net income and Adjusted Earnings Per Share" table above may not sum due to rounding



(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, 2024, diluted earnings per share is based on weighted average shares outstanding of 26,751, as the Series A Preferred Stock that was redeemed May 9, 2024 is anti-dilutive for this calculation. The calculation of adjusted diluted earnings per share is based on weighted average shares outstanding of 30,194, as the Series A Preferred Stock is dilutive to adjusted diluted earnings per share. Adjusted net income for adjusted earnings per share also includes the addback of Series A Preferred Stock dividends for the period noted above. For further information regarding the calculation of earnings per share, see "Item 1. Financial Statements—Note 3."
(3)			Includes restructuring charges related to the closure of two surface technology facilities in our Metal Coatings segment. See "Item 1. Financial Statements—Note 17."
(4)			On May 9, 2024, we redeemed AZZ's Series A Preferred Stock. The redemption premium represents the difference between the redemption amount paid and the book value of the Series A Preferred Stock.
(5)			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 1. Financial Statements—Note 15."
(6)			During the three months ended May 31, 2025, AVAIL completed the sale of the Electrical Products Group business 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, which is in excess of the investment in the AVAIL JV, which was $107.4 million as of May 31, 2025. The excess distribution of $165.8 million was recorded as equity in earnings of unconsolidated entities during the three months ended May 31, 2025. For further information, see "Item 1. Financial Statements—Note 7."
(7)			The non-GAAP effective tax rate for each of the periods presented is estimated at 24.0%.
(8)			Cash items include certain legal settlements, accruals, and retirement and other severance expenses, and restructuring charges associated with the Metal Coatings segment.
(9)			Non-cash items include stock-based compensation expense.

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differences.

(2) For the nine months ended November 30, 2024, diluted earnings per share is based on weighted average shares outstanding of 29,076, as the

Series A Preferred Stock that was redeemed May 9, 2024 is anti-dilutive. The calculation of adjusted diluted earnings per share is based on

weighted average shares outstanding of 30,123, as the Series A Preferred Stock is dilutive to adjusted diluted earnings per share. Adjusted net

income for adjusted earnings per share also includes the addback of Series A Preferred Stock dividends for the periods noted above. For further

information regarding the calculation of earnings per share, see "Item I. Financial Statements—Note 3."

(3) For the three and nine months ended November 30, 2024, represents a legal settlement and accrual related to a non-operating entity, and is

classified as “Corporate” in our operating segment disclosure. For the three months ended November 30, 2023 represents a legal accrual related to

the Metal Coatings segment of $4.5 million. For the nine months ended November 30, 2023, consists of the $4.5 million accrual for the Metal

Coatings segment and $5.75 million for the settlement of a litigation matter related to the AIS segment that was retained following the sale of the

AIS business. See "Item I. Financial Statements—Note 16."

(4) Related to retention and transition of certain executive management employees.

(5) On May 9, 2024, we redeemed the Series A Preferred Stock. The redemption premium represents the difference between the redemption amount

paid and the book value of the Series A Preferred Stock.

(6) The non-GAAP effective tax rate for each of the periods presented is estimated at 24.0%.

(7) Cash items includes certain legal settlements, accruals, and retirement and other severance expense, and costs associated with the AVAIL JV

transition services agreement.

(8) Non-cash items include stock-based compensation expense and other non-cash expenses.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our market risk disclosures during the three ~~and nine~~ months ended ~~November~~May 3031, ~~2024~~2025. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in "Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk," of our Annual Report on Form 10-K for the year ended February 29 28, ~~2024~~2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Company’s principal executive officer and principal financial officer have concluded that our Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934) are effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~Gainesville~~AZZ ~~Associates~~and ~~LLC~~its vsubsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. ~~Atlantic~~These ~~Research~~proceedings ~~LLC~~include etlabor aland (employment claims, various commercial disputes, worker’s compensation and environmental matters, all arising in the normal course of business. As discovery progresses on all outstanding legal matters, we continuously evaluate opportunities to either mediate the cases or settle the disputes for nuisance value or the cost of litigation as a ~~legacy~~way ~~entity~~to ~~lawsuit~~resolve ~~that~~the ~~arose~~disputes ~~out~~prior to trial. As the pending cases progress through additional discovery and potential mediation, our assessment of the ~~Precoat~~likelihood ~~acquisition~~of a favorable or an unfavorable outcome on the pending lawsuits may change. Although the actual outcome of these lawsuits or other proceedings cannot be predicted with any certainty, ~~which~~and isthe ~~unrelated~~amount of any potential liability that could arise with respect to ~~our~~such ~~current~~lawsuits or other matters cannot be predicted at this time, management, after consultation with legal counsel believes it has strong claims or defenses to all of its legal matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or ~~operating~~cash ~~entities)~~flows. For further discussion of the Company's legal proceedings, see "Part 1. Item 1. Financial Statements—Note 18."

On July 29, 2024, Gainesville Associates, LLC ("Gainesville Associates") filed a complaint (the "Complaint") in the Circuit Court of Prince William County, Virginia against AZZ, Atlantic Research, LLC ("ARC"), Precoat Metals Corporation, and Chromalloy Corporation (collectively "Defendants"), asserting claims for breach of contract against ARC and unjust enrichment against all Defendants. The Complaint arose out of a lease, dated January 1, 1976, between Gainesville Associates as landlord and ARC as tenant (as subsequently amended in 1982, 2012, 2013 and 2017, the "Lease") for property in Gainesville, Virginia (the "Property"). ARC ceased using the property in 2005 after which point ARC remained in the Lease to complete its obligations on the property pursuant to a consent decree entered into between the U.S. Environmental Protection Agency ("EPA") and ARC in 1992. ARC satisfied its obligations under the consent decree in 2018 (other than ongoing well water monitoring and testing) and terminated the Lease in 2019. In its Complaint, Gainesville Associates alleged that ARC breached certain provisions of the Lease. On September 3, 2024, Defendants removed the action to the United States District Court of the Eastern District of Virginia. On September 24, 2024, Defendants filed a motion to dismiss the Complaint. On October 30, 2024, the claim was denied and the court ordered the parties to mediate. The parties attended the court ordered mediation on December 3, 2024, and although the Company believed the Gainesville Associates' case was deficient and it had very strong defenses to the allegations asserted by Gainesville Associates, management determined that it was still in the best financial interest of the Company to settle all matters for the estimated cost of defense. The parties mutually agreed to resolve all disputed matters for $6.0 million, of which our portion was $1.9 million. We have recognized $0.5 million of legal expenses and have accrued an additional $3.0 million related to this matter. The accrual consists of estimated legal expenses of $1.1 million, as well as the settlement amount of $1.9 million, and is included in "Other accrued liabilities" in the consolidated balance sheet as of November 30, 2024.

In addition to the foregoing, the Company and its subsidiaries are named defendants and plaintiffs in various routine lawsuits incidental to our business. These proceedings include labor and employment claims, various commercial disputes, worker’s compensation and environmental matters, all arising in the normal course of business. As discovery progresses on all outstanding legal matters, the Company continuously evaluates opportunities to either mediate the cases or settle the disputes for nuisance value or the cost of litigation as a way to resolve the disputes prior to trial. As the pending cases progress through additional discovery and potential mediation, our assessment of the likelihood of a favorable or an unfavorable outcome on the pending lawsuits may change. Although the actual outcome of these lawsuits or other proceedings cannot be predicted with any certainty, and the amount of any potential liability that could arise with respect to such lawsuits or other matters cannot be predicted at this time, management, after consultation with legal counsel believes it has strong claims or defenses to all of its legal matters and does not expect liabilities, if any, from these claims or proceedings, either individually or in the aggregate, to

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have a material effect on the Company’s financial position, results of operations or cash flows. For further discussion of the Company's legal proceedings, see "Part 1. Item 1. Financial Statements—Note 16."

Item 1A. Risk Factors

There ~~are~~have ~~numerous~~been ~~factors~~no ~~that~~material ~~affect~~changes ~~our~~from ~~business,~~risk ~~financial~~factors ~~condition,~~previously ~~results~~disclosed ofin ~~operations~~the ~~and~~Company’s ~~cash~~most ~~flows,~~recent ~~many~~Annual ofReport ~~which~~on ~~are~~Form ~~beyond our control~~10-K. In ~~addition~~See tothe ~~other~~discussion ~~information~~of ~~set~~the ~~forth~~Company’s inrisk ~~this~~factors ~~Quarterly~~under ~~Report, careful consideration should be given to~~ "Part I. Item 1A. Risk Factors" ~~and~~in ~~"Part~~the ~~II. Item 7. Management~~Company’s ~~Discussion~~Annual ~~and~~Report ~~Analysis~~on ofForm ~~Financial~~10-K ~~Condition and Results of Operations" of our Annual Report~~ for the fiscal year ended February 29 28, 2024, which contain descriptions of significant factors that might cause the actual results of operations in future periods to differ materially from those currently projected in the forward-looking statements contained therein2025.

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussion of the Company’s risk factors under "Part I. Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024.

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 allows stock repurchases when we might otherwise be precluded from doing so. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.

~~The~~During ~~Company~~the three months ended May 31, 2025 and 2024, we did not ~~purchase~~repurchase ~~any~~ shares of common stock under the 2020 Share Authorization ~~during the nine months ended November 30, 2024~~. As of ~~November~~May 3031, ~~2024~~2025, wethere ~~had~~was $53.2 million remaining ~~under the 2020 Share Authorization that may be used~~ to repurchase ~~outstanding~~ shares ofunder ~~common stock in~~ the ~~future.~~2020 Authorization.

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Item 5. Other Information.

~~During the three months ended November 30, 2024, none of our directors or executive officers adopted, modified or terminated a~~ Rule 10b5-1 trading arrangement ~~or a non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.~~

46During the three months ended May 31, 2025, none of our directors or executive officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.

Retirement of Executive Officer

On July 7, 2025, Kurt Russell, Senior Vice President and Chief Strategic Officer (who previously served as a named executive officer in fiscal year 2025 in the role of Chief Operating Officer – Precoat Metals), informed the Company of his intent to retire on October 1, 2025.

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Item 6. Exhibits

2.1						Contribution and Purchase Agreement, dated as of June 23, 2022, by and between AZZ Inc., AIS investment Holdings LLC and Fernweh AIS Acquisition L.P. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on June 27, 2022.)
3.1						Amended and Restated Bylaws dated April 24, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the SEC on April 25, 2023.)
3.2						Amended and Restated Certificate of Formation (with Certificate of Correction dated May 15, 2023) (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on October 10, 2023.)
4.1						Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on October 13, 2000.)
4.2						Indenture, dated as of May 13, 2022, by and between AZZ Inc. and UMB Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on May 16, 2022.
10.1						Fourth Amendment to Credit Agreement, dated as of September 24, 2024, by and among AZZ Inc., the Guarantors, the Lenders, and Citibank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 24, 2024.)
10.2						Fifth Amendment to Credit Agreement, dated as of September 27, 2025, by and among AZZ Inc., the Guarantors, the Lenders, and Citibank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 3, 2025.)
10.3*+						Form of Amended and Restated Performance Share Unit ("PSU") Award Agreement for FY2024 and FY2025 Retirement-Eligible PSU Awards.
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.
32.1+						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1++						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2++						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+						Inline XBRL Taxonomy Extension Schema Document
101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Date File (embedded with the Inline XBRL document).

*Indicates management contract, compensatory plan or arrangement.

+ Indicates filed herewith.

47++ Indicates furnished herewith.

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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:

~~January~~July 79, 2025

By:

/s/ Jason Crawford

Jason CrawfordSenior Vice President, Chief Financial Officer and Principal Accounting Officer

4842

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