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

February 1228, 2026

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~~Section ~~7.01~~5 ~~Regulation~~– FDCorporate ~~Disclosure.~~Governance and Management

~~AZZ~~Item ~~Inc~~5.02 Departure ~~(the~~of ~~“Company”)~~Directors ~~has~~or ~~prepared~~Certain ~~presentation~~Officers; ~~materials~~Election ~~(the~~of ~~"Presentation~~Directors; ~~Materials")~~Appointment ~~that~~of ~~management~~Certain Officers; ~~intends~~Compensatory toArrangements use from time to time on and after February 12, 2026 in presentations to current and potential new investors, lenders, creditors, vendors, customers, employees and other stakeholders that have an interest in the Company and its business. A copy of ~~the~~Certain ~~Presentation Materials is furnished as Exhibit 99~~Officers.~~1 hereto and incorporated herein by reference into this Item 7.01.~~

~~The~~Retirement ~~information contained in the Presentation Materials is summary information that should be considered within the context~~ of the Company's filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise publish from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K ("Current Report"). While the Company may elect to update the Presentation Materials in the future to reflect future strategic events and advances to the Company's sustainability initiatives that occur or exist after the date of this Current Report, the Company specifically disclaims any obligation to do so.Director

~~The~~In ~~information~~accordance inwith ~~this~~AZZ ~~Item 7~~Inc.01’s is(the ~~being~~“Company”) ~~furnished,~~Corporate ~~and~~Governance ~~shall~~Guidelines ~~not~~and bemandatory ~~deemed~~retirement ~~"filed"~~age, ~~for~~Mr. ~~the~~Daniel ~~purpose~~Feehan ofnotified ~~Section 18 of~~ the ~~Securities~~Company ~~Exchange~~on ~~Act~~February ~~of 1934~~28, ~~as amended~~2026, orof ~~otherwise~~his ~~subject~~decision to retire from the ~~liabilities~~Company’s Board of ~~that~~Directors ~~section.~~(the ~~The~~“Board”) ~~information~~at inthe ~~this~~end ~~Item~~of ~~7.01~~his ~~shall~~current ~~not~~term beand ~~incorporated~~not bystand ~~reference~~for ~~into~~re-election. ~~any~~Mr. ~~registration~~Feehan ~~statement~~will orretire ~~other~~from ~~document~~the ~~pursuant~~Board toimmediately before the ~~Securities~~Company’s ~~Act~~2026 ofAnnual ~~1933,~~Meeting asof ~~amended~~Shareholders.

Mr. Feehan has served as a member of the Board since 2000 and as Chair of the Board since 2019. He is currently a member of the Company’s Compensation Committee and its Nominating and Corporate Governance Committee, and will retire from those roles when his term expires.

In connection with Mr. Feehan’s announced retirement, the Board has appointed Mr. Daniel Berce to succeed Mr. Feehan as Chair of the Board, effective March 1, 2026.

Appointment of Directors

Also on February 28, 2026, the Board, appointed Mr. Aaron Schapper, age 52, and Mr. Charles Treadway, age 60, to serve as members of the Board, effective April 8, 2026, which is AZZ's first Board meeting of fiscal year 2027.

Mr. Schapper has served as President, Chief Executive Officer and a member of the Board of Directors for Myers Industries Inc., since 2025. Prior to joining Myers Industries, Mr. Schapper served in various executive level leadership roles with Valmont Industries, Inc., including Group President, Agriculture and Chief Strategy Officer from 2023-2024; Group President of Infrastructure from 2020-2023; Group President of Utility Support Structures from 2016-2023; Vice President and General Manager, International Irrigation and Global Engineering from 2015-2016; Vice President and General Manager, International Irrigation and Global Engineering 2015-2016. Prior to joining Valmont, Mr. Schapper served as General Manager, Asia for Orbit Irrigation Products LLC. Mr. Schapper earned a B.S. in Mechanical Engineering and a B.A. in Mandarin Chinese from the University of Utah. He also holds an Executive M.B.A. from Northwestern University's Kellogg School of Management at Hong Kong University of Science and Technology.

Mr. Treadway has served as President, Chief Executive Officer and a member of the Board of Directors of Vistance Networks, Inc., formerly known as CommScope Holding Company, Inc., since 2020. From 2016 to 2020, Mr. Treadway served as Chief Executive Officer of Accudyne Industries. He has served in various executive level leadership roles with Thomas & Betts Corporation, including President and Chief Executive Officer from 2012 to 2016; President and Chief Operating Officer from 2011 to 2012; and Group President of Electrical from 2009 to 2011. Mr. Treadway has also served in various senior leadership roles with ABB, Schneider Electric S.A., Prettl International, Inc. and Yale Security, Inc. Mr. Treadway earned a B.S. in Electrical Engineering from the University of Louisiana, a M.S. in Electrical Engineering from Clemson University and an M.B.A. from Harvard University.

The Board has made an affirmative determination that Messrs. Schapper and Treadway each qualify as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence. There have been no transactions directly or indirectly involving Messrs. Schapper and Treadway that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934. Messrs. Schapper and Treadway will be compensated for their services on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated May 27, 2025, under the heading “Director Compensation”.

A copy of the press release issued by the Company announcing the appointment of Messrs. Schapper and Treadway is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit			Description
99.1			~~Presentation~~Press ~~Materials~~Release issued by AZZ Inc., dated March 5, 2026.
104			Cover Page Interactive 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 to be signed on its behalf by the undersigned hereunto duly authorized.

			AZZ Inc.
Date: February 12, 2026			/s/ Tara D. Mackey
Date: March 5, 2026			/s/ Tara D. Mackey
			Tara D. Mackey Chief Legal Officer and Secretary

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