AZZ Inc 发布 2026 年第三季度财报修正版

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

For the quarterly period ended August 31, 2026

or 

Commission file number: 1-12777

 AZZ Inc.

(Exact name of registrant as specified in its charter)

(817) 810-0095

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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.  

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 September 30, 2026, the registrant had outstanding 29,922,779 shares of common stock; $1.00 par value per share

EXPLANATORY NOTE

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.

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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:

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.

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Item 6. Exhibits

+ Indicates filed 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.