AZZ INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549​

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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AZZ INC.​

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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ELECTRONIC DELIVERY OF PROXY MATERIALS

Help us Protect the Environment

We encourage all shareholders to voluntarily elect to receive AZZ’s proxy materials electronically. This helps reduce the paper mailed to our shareholders and supports our goal to continuously minimize our environmental footprint.

Our Environmental Impact:

Our E-Delivery initiative has resulted in the elimination of 6,691 sets of proxy materials being produced and mailed. The 7,318 pounds of paper being saved in this process represent the following:

Environmental impact estimates are calculated using the Environmental Paper Network Paper Calculator. For more information, visit www.papercalculator.org.

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OUR CULTURE

AZZ’s culture is built upon our corporate value pillars of Trust, Respect, Accountability, Integrity, Teamwork and Safety, which we commonly refer to as our TRAITS. We value our employees by continuously investing in their training and development, including a healthy work-life balance, offering competitive compensation and benefit packages and rigorously encouraging a team-oriented and collaborative work environment.

We strive to build and maintain a work environment that attracts and retains employees who are high contributors with strong interpersonal and business skills and who are engaged in our corporate culture and communities. Our employees embody our Company mission to create superior value in a culture where people can grow both professionally and personally, and where TRAITS matter.

DEAR VALUED SHAREHOLDERS:

It is my pleasure to invite you to the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). This meeting provides an opportunity for your engagement with our Board of Directors and the management team, and we sincerely value your perspectives as we continue to execute our strategic, operational, and governance priorities. We value your feedback and consider it carefully as we carry out our strategic and governance responsibilities. Our 2026 Annual Meeting will be held on Tuesday, July 7, 2026, at 10:00 am Central Time, at One Museum Place, 4 th Floor, 3100 West 7 th Street, Fort Worth, Texas, 76107.

Fiscal Year 2026 Achievements

Fiscal year 2026 was another year of focused execution and long-term value creation for AZZ Inc. shareholders. We marked our 39th consecutive year of profitability from continuing operations, reflecting the strength and reliability of our operating performance.

We delivered record annual sales and profitability during the year, due to continued growth across several of our end markets. Strong operating results in our Metal Coatings segment were partially offset by softer conditions in certain Precoat Metals markets. At the same time, we advanced several strategic initiatives to position the Company for sustainable future growth. A significant achievement during the year was the completion of our new aluminum coil coating facility in Washington, Missouri, which achieved profitability during the fourth quarter of the fiscal year. This achievement validates our strategic investment and demonstrates our ability to execute large-scale capital projects on time and within budget.

AZZ delivered strong returns for shareholders during the fiscal year, including a share price increase of more than 40% and a $385.3 million reduction in debt, which lowered our net leverage ratio of 2.5x in the prior year to 1.4x. We returned capital to our shareholders by paying $23.0 million in quarterly cash dividends and repurchasing $20.0 million of the Company’s shares. Together, these actions reflect our disciplined approach to capital deployment and our focus on long-term shareholder value creation.

Additionally, during the year we continued to advance our environmental and social responsibility initiatives, with a focus on workplace safety, operational efficiency, and sustainable practices that support our employees, our customers, and the communities we serve.

Governance and Leadership

Mr. Daniel Feehan, who served as Chairman of the Board from 2019 through February 28, 2026, will conclude his service immediately prior to the 2026 Annual Meeting and will not be nominated for re-election this year. Throughout his tenure, Mr. Feehan provided steady leadership and thoughtful insight, helping guide AZZ through transformational growth, and continued profitability. We are grateful for his many contributions and dedicated service.

Effective April 8, 2026, we also refreshed our Board with the appointment of two new independent directors, adding valuable cyber and AI expertise and fresh perspectives. These appointments reflect our commitment to board refreshment, succession planning, and strong governance practices.

The Board remains actively engaged in overseeing corporate strategy, executive compensation, sustainability initiatives, and enterprise risk management, while maintaining open and constructive engagement with its shareholders.

Looking Ahead

As we look forward, we believe AZZ is well positioned to build on its momentum. Our focus remains on disciplined execution of organic growth initiatives and capital investments; seizing favorable U.S. infrastructure trends across our end markets; pursuing a growing pipeline of strategic M&A opportunities; and delivering superior customer service by leveraging our proprietary technologies to create differentiated value for our customers.

I would like to thank our employees for their hard work, commitment, and pride in delivering exceptional metal coating solutions. Their dedication and disciplined efforts are essential to our continued success.

Finally, I encourage all shareholders to exercise their right to vote. Your participation is important, and on behalf of the Board of Directors and the management team, thank you for your continued support of AZZ Inc.

On behalf of the Board and the entire management team, thank you for your continued support.

Sincerely,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of AZZ Inc.:

Notice is hereby given that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of AZZ Inc. (hereinafter, the “Company” or “AZZ”) will be held as follows:

Notice:

A Notice Regarding the Availability of Proxy Materials (the “Notice”) was distributed to shareholders on or about May 26, 2026.

Voting:

Your vote is very important. Even if you intend to be present at the Annual Meeting, please promptly vote in one of the following ways prior to the meeting, so that your shares may be represented and voted at the Annual Meeting:

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Scan the QR Code provided and vote electronically;

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Call the toll-free telephone number shown in the instructions included in your Notice;

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Vote via the Internet on the website as provided in the instructions included in your Notice; or

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If you receive a paper copy of the proxy materials, complete, sign, date, and return your printed copy of the proxy card or voting form.

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By Order of the Board of Directors,

Tara D. Mackey

Chief Legal Officer and Secretary

Fort Worth, Texas

May 26, 2026

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