AZZ Inc. ("AZZ", the "Company", "our" or "we") is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2026, originally filed with the Securities and Exchange Commission on October 13, 2026 (the "Original Form 10-Q").
This Amendment No. 1 is being filed solely to amend Part II. Item 2. "Unregistered Sales of Equity Securities and Use of Proceeds," of the Original Form 10-Q to include the monthly issuer purchases of equity securities disclosure required by Item 703 of Regulation S-K, which was inadvertently omitted from the Original Form 10-Q. The share repurchases were reflected in the Company's consolidated financial statements included in the Original Form 10-Q, and this amendment does not affect any financial results previously reported.
Except as described below, this Amendment No. 1 does not amend or modify any other information included in the Original Form 10-Q. This Amendment No. 1 speaks as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date.
PART II. OTHER INFORMATION
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 allow stock repurchases when we might otherwise be precluded from doing so. The number of shares repurchased, and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.
On January 22, 2026, our Board of Directors authorized a $100 million share repurchase program (the "2026 Share Repurchase Program") pursuant to which we may repurchase our common stock. Repurchases under the 2026 Share Repurchase Program 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 allow stock repurchases when we might otherwise be precluded from doing so. The number of shares repurchased, and the timing of purchases are based on general business and market conditions, and other factors, including legal requirements. Currently, share repurchases may not exceed 6% of our market capitalization per fiscal year.
Issuer Purchases of Equity Securities
The following table provides information regarding purchases of the Company's common stock under the 2020 Authorization during the six months ended August 31, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value that May Yet Be Used Under the Plans or Programs | ||||||||||||||||||||||
| Beginning balance, February 28, 2026 | $ | 33,191,526 | ||||||||||||||||||||||||
| March 1 through March 31, 2026 | - | $ | - | - | 33,191,526 | |||||||||||||||||||||
| April 1 through April 30, 2026 | - | - | - | 33,191,526 | ||||||||||||||||||||||
| May 1 through May 31, 2026 | - | - | - | 33,191,526 | ||||||||||||||||||||||
| June 1 through June 30, 2026 | - | - | - | 33,191,526 | ||||||||||||||||||||||
| July 1 through July 31, 2026 | 92,305 | 146.82 | 92,305 | 19,639,545 | ||||||||||||||||||||||
| August 1 through August 31, 2026 | 43,998 | 146.49 | 43,998 | 13,194,447 | ||||||||||||||||||||||
| Total | 136,303 | $ | 146.71 | 136,303 | $ | 13,194,447 | ||||||||||||||||||||
(1) The average price paid per share excludes commissions per share paid in connection with the open-market share repurchases. | ||||||||||||||||||||||||||
During the six months ended August 31, 2026, we did not repurchase any shares of common stock under the 2026 Share Repurchase Program. As of August 31, 2026, there was $100.0 million remaining to repurchase shares under the 2026 Share Repurchase Program.
Item 6. Exhibits
| 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. | |||||||
+ Indicates filed herewith.
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: | October 15, 2026 | By: | /s/ Jason Crawford | |||||||||||
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Jason Crawford Senior Vice President, Chief Financial Officer and Principal Accounting Officer | ||||||||||||||
| By: | /s/ Thomas E. Ferguson | |||||||||||||
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Thomas E. Ferguson, President and Chief Executive Officer | ||||||||||||||