UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

July 10, 2025

Date of Report (Date of earliest event reported)

AZZ Inc.

(Exact name of Registrant as specified in its charter)

Texas

1-12777

75-0948250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Museum Place, Suite 500

3100 West 7th Street

Fort Worth, Texas 76107

(Address of principal executive offices) (Zip Code)

(817) 810-0095

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

AZZ

New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On July 10, 2025, AZZ Inc. (the “Company”) ~~has~~and ~~prepared~~certain ~~presentation~~of ~~materials~~its subsidiaries entered into a three-year $150 million accounts receivable securitization facility (the ~~"Presentation~~“Securitization ~~Materials"~~Facility”) ~~that~~with ~~management~~Wells ~~intends~~Fargo toBank, ~~use~~N.A. ~~from~~(“Wells ~~time~~Fargo”), toas ~~time~~administrative onagent. ~~and~~The ~~after~~Securitization ~~July~~Facility ~~10,~~permits ~~2025~~AZZ inSPE-1 ~~presentations~~LLC an indirect wholly-owned special purpose subsidiary of the Company (“AZZ SPE-1”) to ~~current~~draw ~~and~~up ~~potential~~to ~~new~~a ~~investors,~~total ~~lenders,~~of ~~creditors,~~$150 ~~vendors,~~million ~~customers~~in revolving loans, ~~employees~~subject to the outstanding amount of the eligible receivables pool and other ~~stakeholders~~factors. The ~~that~~Securitization ~~have~~Facility anis ~~interest~~intended into qualify as a “Permitted Receivables Financing” as contemplated under the Company’s ~~and~~existing ~~its~~Credit ~~business.~~Agreement Awith ~~copy~~a syndicate of financial institutions as lenders. The proceeds from the ~~Presentation~~Securitization ~~Materials~~Facility iswere ~~furnished~~used asto ~~Exhibit~~pay ~~99.1~~down ~~hereto~~existing debt and ~~incorporated~~will ~~herein~~result byin ~~reference~~reduced ~~into~~interest ~~this~~costs, ~~Item~~as 7the interest rate on the Securitization Facility is lower than the interest rate on the Company's existing debt.~~01.~~

The ~~information~~documentation ~~contained~~for inthe Securitization Facility includes (i) a Receivables Transfer Agreement, dated as of July 10, 2025 (the ~~Presentation~~“Receivables ~~Materials~~Transfer isAgreement”), ~~summary~~by ~~information~~and ~~that~~among ~~should~~AZZ beSPE ~~considered~~LLC ~~within~~(“AZZ SPE”), an indirect wholly-owned special-purpose subsidiary of the ~~context~~Company, Arbor-Crowley, LLC, as Master Servicer, and certain of the Company'’s ~~filings~~indirect ~~with~~wholly-owned entities as originators party thereto from time to time, (ii) a Receivables Contribution Agreement, dated as of July 10, 2025 (the ~~Securities~~“Receivables Contribution Agreement”), by and ~~Exchange~~among ~~Commission~~AZZ SPE as contributor, Arbor-Crowley, LLC, as Master Servicer, and ~~other~~AZZ ~~public~~SPE-1; ~~announcements~~(iii) ~~that~~a ~~the~~Credit ~~Company~~and ~~may~~Security ~~make~~Agreement, dated as of July 10, 2025 (the “Credit and Security Agreement”), by ~~press~~and ~~release~~among orAZZ ~~otherwise~~SPE-1 ~~publish~~as borrower, Arbor-Crowley, LLC, as Master Servicer, the lenders party thereto from time to time. ~~The~~(the ~~Presentation~~“Lenders”) ~~Materials~~and ~~speak~~Wells Fargo Bank, N.A., as ofadministrative ~~the~~agent ~~date~~(“Wells ofFargo”); ~~this~~(iv) ~~Current~~a ~~Report~~Performance onUndertaking, ~~Form~~dated ~~8-K~~as of July 10, 2025 (~~"Current~~the ~~Report"~~“Performance Undertaking”)., ~~While~~by the Company ~~may~~in ~~elect~~favor toof ~~update~~Wells ~~the~~Fargo; ~~Presentation~~(v) ~~Materials~~a inPledge Agreement, dated as of July 10, 2025 (the ~~future~~“Pledge toAgreement”), ~~reflect~~by ~~future~~AZZ ~~strategic~~SPE ~~events~~in favor of Wells Fargo; and ~~advances~~(vi) toa ~~the~~Guaranty ~~Company's~~Agreement, ~~sustainability~~dated ~~initiatives~~as ~~that~~of ~~occur~~July or10, ~~exist~~2025 ~~after~~(“Guaranty ~~the~~Agreement”), ~~date~~by AZZ SPE in favor of ~~this~~Wells ~~Current~~Fargo. The ~~Report~~Securitization Facility will terminate on July 10, ~~the~~2028, ~~Company~~unless ~~specifically~~earlier ~~disclaims~~terminated ~~any~~in ~~obligation~~accordance towith doits soterms.

~~The~~AZZ ~~information~~SPE-1 inis ~~this~~a ~~Item~~separate ~~7.01~~special ispurpose ~~being~~legal ~~furnished,~~entity formed for the exclusive purpose of entering into and ~~shall~~performing ~~not~~its berights ~~deemed~~and ~~"filed"~~obligations ~~for~~under the ~~purpose~~Securitization ofFacility ~~Section~~with 18Wells ofFargo as its sole creditor entitled to access the ~~Securities~~AZZ ~~Exchange~~SPE-1 ~~Act~~assets ofbefore ~~1934,~~the asassets ~~amended~~become available to the Company. Accordingly, orAZZ ~~otherwise~~SPE-1’s ~~subject~~assets are not available to pay creditors of the ~~liabilities~~Company or any of its subsidiaries (other than AZZ SPE) except that, ~~section.~~subject ~~The~~to ~~information~~the limitations set forth in ~~this~~the ~~Item~~Credit ~~7.01~~and ~~shall~~Security ~~not~~Agreement, becollections ~~incorporated~~on byreceivables ~~reference~~in ~~into~~excess ~~any~~of ~~registration~~amounts ~~statement~~required orto repay the Lenders and other ~~document~~creditors ~~pursuant~~of AZZ SPE-1 may be remitted to the ~~Securities~~Company. AZZ ~~Act~~SPE is the direct parent company of ~~1933,~~AZZ asSPE-1 ~~amended~~and is a separate special purpose legal entity formed for purposes of participating in the Securitization Facility and has pledged all of its assets to Wells Fargo and guaranteed AZZ SPE-1’s obligations under the Credit and Security Agreement.

Loans under the Securitization Facility accrue interest at a rate equal to a daily SOFR rate or a base rate, in each case, plus an applicable margin. Additionally, AZZ SPE-1 will pay certain additional fees to the agents and the Lenders under the Securitization Facility.

The Receivables Transfer Agreement, Receivables Contribution Agreement, Credit and Security Agreement, the Performance Undertaking, the Pledge Agreement and the Guaranty Agreement contain customary representations and warranties, affirmative and negative covenants, and events of default (subject to cure periods), including, among others, failure by AZZ SPE-1 to pay amounts when due, certain defaults on other material indebtedness, a change of control and bankruptcy and insolvency events.

The foregoing descriptions of the Receivables Transfer Agreement, Receivables Contribution Agreement, Credit and Security Agreement, the Performance Undertaking, the Pledge Agreement and the Guaranty Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and the terms of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

~~(d) Exhibits~~The following exhibits are filed as part of this report.

Exhibit			Description
99.1			Presentation Materials
10.1			Receivables Transfer Agreement, dated as of July 10, 2025, by and among The Various Entities Listed on Schedule I (as Originators), Arbor-Crowley, LLC (as Master Services) and AZZ SPE LLC (as Transferee).
104			Cover Page Interactive File (embedded with the Inline XBRL document)
10.2			Receivables Contribution Agreement, dated as of July 10, 2025, by and among AZZ SPE LLC (as Contributor), Arbor-Crowley, LLC (as Master Services), and AZZ SPE-1 LLC (as Company).
10.3			Credit and Security Agreement, dated as of July 10, 2025, among AZZ SPE-1 (as Borrower), Arbor-Crowley, LLC (as the Master Services), The Lenders from Time To Time Party Hereto, and Wells Fargo Bank, National Association (as Administrative Agent).
10.4			Performance Undertaking, dated as of July 10, 2025.
10.5			Pledge Agreement, dated as of July 10, 2025.
10.6			Guaranty Agreement, dated as of July 10, 2025.
104			Cover Page Interactive Date File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report~~ to be signed on its behalf by the undersigned hereunto duly authorized.

~~AZZ Inc.~~

AZZ Inc.

Date: July 11, 2025

/s/ Tara D. Mackey

Date:

7/16/2025

By:

/s/ Jason Crawford

Tara D. Mackey Chief Legal Officer and Secretary

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

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