AZZNYSE

AZZ INC

Coating, Engraving & Allied Services · TX · CIK 8947

AZZ Inc. provides hot-dip galvanizing and coil coating solutions for corrosion protection and aesthetic enhancement

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$4.53B

Market cap

$152.49

Last close

-2.6%

-3.6%

490K

Volume

Price · last 39 sessions+8.0%

May 4L $134.24 · H $160.17Jun 29

305

Total filings

Jun 25, 2026

Last filing

02/28

Fiscal year end

All 8-K · 200 10-Q · 36 DEFA14A · 14 DEF 14A · 13 10-K · 13 11-K · 12 SC 13G · 8 8-K/A · 4

Insider Activity

In the 90 days to Feb 11, 2026: 2 sold $4.2M.

Date	Insider	Action	Shares	Price	Value
Feb 11, 2026	Mackey Tara DChief Legal Officer	Sell	2,923	$136.00	$398K
Feb 3, 2026	Ferguson Thomas EPresident and CEO	Sell	25,000	$127.29	$3.2M
Jan 21, 2026	Mackey Tara DChief Legal Officer	Sell	2,790	$126.64	$353K
Jan 9, 2026	Mackey Tara DChief Legal Officer	Sell	1,568	$119.43	$187K
Jan 8, 2026	Mackey Tara DChief Legal Officer	Sell	1,000	$118.71	$119K

Open-market buys & sells (Form 4, transaction codes P/S). Source: SEC structured insider data.

What Changed

Risk factors · Apr 21, 2025 → Apr 22, 2026

122 added · 133 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

For example, the twelve-month period ended February 28, 2026 is referred to as "fiscal 2026," "fiscal year 2026", "current year" or "current period", and the twelve-month period ended February 28, 2025 is referred to as "fiscal 2025," "fiscal year 2025," "prior year" or "prior year period." Business Operations Update Our results for the year ended February 28, 2026 were favorably impacted primarily by the recognition of equity in earnings for the AVAIL JV, which included the gain from AVAIL's sale of the Electrical Products Group and the Welding Services Business, and by the growth in demand for our manufactured solutions in the electrical, construction and industrial end markets .
Equity in earnings for the year ended February 28, 2026 includes $204.5 million, consisting of a net gain related to the sale of the EPG and WSI, partially offset by the recognition of an impairment loss on the AVAIL JV, a prior period adjustment for accounting errors within the Brazil operations of the AVAIL JV, and an adjustment related to a change in AVAIL's transfer pricing policy.
The increase is due to a net gain from the sale of the Electrical Products Group and WSI, partially offset by an impairment loss recognized on the AVAIL JV in the second quarter of fiscal 2026, a prior period adjustment for accounting errors within the Brazil operations of the AVAIL JV, and lower earnings following the sale of the Electrical Products Group and WSI.
For the year ended February 28, 2026, we recorded $209.7 million of equity in earnings, which consists of 1) a net gain of $261.8 million from the sale of the EPG and WSI, 2) $3.4 million of equity in earnings from the AVAIL JV's operations for the year ended February 28, 2026, offset by 3) an impairment loss of $45.9 million on the AVAIL JV recognized during the second quarter of fiscal 2026, and 4) an adjustment of $9.6 million related to accounting errors identified within the Brazil operations of the AVAIL JV.
The year ended February 28, 2026 includes the net gain related to the sale of EPG and WSI, partially offset by the recognition of an impairment loss on the AVAIL JV, a prior period adjustment for accounting errors within the Brazil operations for the AVAIL JV and an adjustment related to a change in AVAIL's transfer pricing policy.
In the prior year, the effective tax rate was negatively impacted by non-deductible items such as compensation limited by IRC Sec. 162(m), meals and entertainment subject to the 50% limitation under IRC Sec. 274(n) and higher state tax expense, net of federal benefit.
Accordingly, we recorded an impairment charge of $45.9 million during the second quarter of fiscal 2026 to write down the carrying value of our investment in the AVAIL JV.
The operating loss was lower due to the prior year recognition of $1.2 million in litigation fees and the write-off of $5.2 million for a disputed receivable that was retained following the sale of the AIS business.
We consider the following accounting estimates to meet this definition because they are dependent on our judgement and assumptions about matters that are inherently uncertain and represent our more critical estimates. 30 Table of Contents Impairment of Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is not amortized.
The components of our liquidity and descriptions of our cash flows, capital investments, and other utilities, construction and 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, we have noted several factors below that have impacted or may impact our results of operations during the first quarter of fiscal 2027. • 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 increase on average 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. • Volumes for our AZZ Metal Coatings segment remain at normal seasonal levels, 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. 22 Table of Contents Results of Operations Income before income tax for our operating segments and corporate operations for fiscal 2026 and 2025 was as follows (in thousands): Year Ended February 28, 2026 Metal Coatings (1) Precoat Metals Infrastructure Solutions (2) Corporate (3)(4) Total Sales $ 758,709 $ 891,371 $ — $ — $ 1,650,080 Cost of sales 531,089 724,036 — — 1,255,125 Gross margin 227,620 167,335 — — 394,955 Selling, general and administrative (5) 23,982 29,251 130 76,975 130,338 Operating income (loss) 203,638 138,084 (130) (76,975) 264,617 Interest expense — — — (55,650) (55,650) Equity in earnings of unconsolidated subsidiaries (6) — — 209,733 — 209,733 Other income (expense) (43) 18 — 1,640 1,615 Income (loss) before income tax $ 203,595 $ 138,102 $ 209,603 $ (130,985) $ 420,315 See notes on page 23 .
Year Ended February 28, 2025 Metal Coatings Precoat Metals Infrastructure Solutions (2) Corporate (3)(4) Total Sales $ 665,107 $ 912,637 $ — $ — $ 1,577,744 Cost of sales 464,260 730,804 — — 1,195,064 Gross margin 200,847 181,833 — — 382,680 Selling, general and administrative (5) 22,372 34,005 6,737 83,202 146,316 Operating income (loss) 178,475 147,828 (6,737) (83,202) 236,364 Interest expense — — — (81,282) (81,282) Equity in earnings of unconsolidated subsidiaries — — 16,163 — 16,163 Other income (expense) 247 — — (809) (562) Income (loss) before income tax $ 178,722 $ 147,828 $ 9,426 $ (165,293) $ 170,683 (1) Fiscal year 2026 includes restructuring charges related to the closure of two surface technology facilities in our Metal Coatings segment of $3.8 million.

No longer disclosed

For example, the twelve-month period ended February 28, 2025 is referred to as "fiscal 2025," "fiscal year 2025", "current year" or "current period", and the twelve-month period ended February 29, 2024 is referred to as "fiscal 2024," "fiscal year 2024," "prior year" or "prior year period." Business Operations Update Our results for the year ended February 28, 2025 were favorably impacted by the growth in demand for our manufactured solutions, primarily in the construction industry.
Fiscal year 2024 also includes an accrual related to a legal settlement of $5.8 million for the settlement of a litigation matter that was acquired as part of the Precoat Acquisition and relates to the business activities that were discontinued prior to our acquisition.
For the year ended February 29, 2024, consists of the $5.5 million accrual for the Metal Coatings segment, $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, and $5.8 million for the settlement of a litigation matter that was acquired as part of the Precoat Acquisition and relates to the business activities that were discontinued prior to the acquisition.
On May 13, 2022, we completed the acquisition of the Precoat Metals business division ("Precoat Metals") of Sequa Corporation ("Sequa"), a portfolio company owned by Carlyle, a global private equity firm (the "Precoat Acquisition").
We did not recognize any impairment charges for fiscal years 2025, 2024, or 2023 since there were no changes in events or circumstances that would suggest these assets were impaired.
The increase is due to the recognition of $1.2 million in litigation fees and the write-off of $5.2 million for a disputed receivable that was retained following the sale of the AIS business, following an unfavorable resolution of the litigation matter.
For fiscal years 2025, 2024 and 2023, no impairment losses were recognized for goodwill or indefinite-lived intangible assets.
The increase is also attributable to non-deductible items such as compensation limited by IRC Sec. 162(m) and meals & entertainment subject to the 50% limitation under IRC Sec. 274(n).
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, we have noted several factors below that have impacted or may impact our results of operations during the first quarter of fiscal 2026. • Sales prices in our AZZ Metal Coatings segment are expected to remain consistent with current levels. • Sales prices in our AZZ Precoat Metals segment are expected to remain consistent with current levels, with expected seasonal fluctuations in mix due to an increase in construction business, which 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 historical levels, which should support the continued demand for our coil coating solutions. 23 Table of Contents Results of Operations Net income (loss) from continuing operations by segment for fiscal 2025 and 2024 were as follows (in thousands): Year Ended February 28, 2025 Metal Coatings (1) Precoat Metals Infrastructure Solutions (2) Corporate (3)(4) Total Sales $ 665,107 $ 912,637 $ — $ — $ 1,577,744 Cost of sales (5) 464,260 730,804 — — 1,195,064 Gross margin 200,847 181,833 — — 382,680 Selling, general and administrative (6) 22,372 34,005 6,737 83,202 146,316 Operating income (loss) from continuing operations 178,475 147,828 (6,737) (83,202) 236,364 Interest expense — — — (81,282) (81,282) Equity in earnings of unconsolidated subsidiaries — — 16,163 — 16,163 Other income (expense) 247 — — (809) (562) Income (loss) from continuing operations before income tax $ 178,722 $ 147,828 $ 9,426 (165,293) 170,683 Income tax expense 41,850 41,850 Net income (loss) from continuing operations $ (207,143) $ 128,833 See notes on page 25 .
Year Ended February 29, 2024 Metal Coatings (1) Precoat Metals Infrastructure Solutions (2) Corporate (3)(4) Total Sales $ 656,189 $ 881,400 $ — $ — $ 1,537,589 Cost of sales (5) 465,147 708,981 — — 1,174,128 Gross margin 191,042 172,419 — — 363,461 Selling, general and administrative (6) 26,314 32,848 6,246 76,453 141,861 Operating income (loss) from continuing operations 164,728 139,571 (6,246) (76,453) 221,600 Interest expense — — — (107,065) (107,065) Equity in earnings of unconsolidated subsidiaries — — 15,407 — 15,407 Other income 128 — — 33 161 Income (loss) from continuing operations before income tax $ 164,856 $ 139,571 $ 9,161 (183,485) 130,103 Income tax expense 28,496 28,496 Net income (loss) from continuing operations $ (211,981) $ 101,607 24 Table of Contents (1) For fiscal year 2024, AZZ Metal Costings included expenses related to a legal matter of $5.5 million in "Selling, general and administrative".
Cash Flows The following table summarizes our cash flows by category for the periods presented (in thousands): Year Ended February 28, 2025 February 29, 2024 Net cash provided by operating activities of continuing operations $ 249,909 $ 244,468 Net cash used in investing activities of continuing operations (114,997) (95,064) Net cash used in financing activities of continuing operations (138,695) (147,888) Net cash provided by operating activities of continuing operations for fiscal 2025 was $249.9 million, driven primarily by: net income from continuing operations of $128.8 million, adjusted to exclude non-cash charges, net of non-cash income of $96.5 million; a decrease in cash from changes in other long-term assets and long-term liabilities of $13.1 million; an increase in cash from deferred tax of $8.0 million; an increase in cash resulting from a decrease in working capital of $17.1 million; and cash distributions on the investment in the AVAIL JV of $12.6 million.
Net cash provided by operating activities of continuing operations for fiscal 2024 was $244.5 million, driven primarily by net income from continuing operations of $101.6 million, adjusted to exclude non-cash charges, net of non-cash income, of $85.7 million , an increase in cash resulting from a reduction in working capital of $54.0 million, and a cash distribution on the investment in the AVAIL JV of $3.1 million.

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