10-Q

Maturity Date(s)

Commodity contracts

December 2025 - December 2027

Foreign currency exchange contracts

December 2025 - March 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2025

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

For the transition period from ___________ to ___________

Commission File Number 001-08399

WORTHINGTON ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


Ohio		31-1189815
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 West Old Wilson Bridge Road, Columbus, Ohio		43085
(Address of principal executive offices)		(Zip Code)

 (614) 438-3210
 

 (Registrant’s telephone number, including area code)
 

 Not Applicable
 

 (Former name, former address and former fiscal year, if changed since last report)
 

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, Without Par Value	WOR	New York Stock Exchange

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.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

On January 5, 2026, the number of common shares, without par value, of the registrant issued and outstanding was 49,546,581.

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TABLE OF CONTENTS


Commonly Used or Defined Terms			ii
Cautionary Note Regarding Forward-Looking Statements			iv
Use of Non-GAAP Financial Measures and Definitions			1
Part I. Financial Information
	Item 1.	Financial Statements
		Consolidated Balance Sheets – November 30, 2025 and May 31, 2025	4
		Consolidated Statements of Earnings – Three Months and Six Months Ended November 30, 2025 and 2024	5
		Consolidated Statements of Comprehensive Income – Three Months and Six Months Ended November 30, 2025 and 2024	6
		Consolidated Statements of Cash Flows – Three Months and Six Months Ended November 30, 2025 and 2024	7
		Condensed Notes to Consolidated Financial Statements (Unaudited)	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
	Item 4.	Controls and Procedures	35
Part II. Other Information

	Item 1.	Legal Proceedings	36
	Item 1A.	Risk Factors	36
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
	Item 3.	Defaults Upon Senior Securities	37
	Item 4.	Mine Safety Disclosures	37
	Item 5.	Other Information	37
	Item 6.	Exhibits	37
Signatures			38

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COMMONLY USED OR DEFINED TERMS

References in this Form 10-Q to “we,” “our,” “us” or the “Company” are collectively to Worthington Enterprises and its consolidated subsidiaries. In addition, the following terms, when used in this Form 10-Q, have the meanings set forth below:


Term		Definition
ABI		Architecture Billings Index
AOCI		Accumulated other comprehensive income (loss)
ASU		Accounting Standards Update
ATSR		Annualized absolute total shareholder return
Board		Board of Directors of Worthington Enterprises, Inc.
CARES Act		Coronavirus Aid, Relief and Economic Security Act
CEO		Chief Executive Officer
ClarkDietrich		Clarkwestern Dietrich Building Systems LLC
CODM		Chief Operating Decision Maker
common shares		The common shares, no par value, of Worthington Enterprises
COVID-19		The novel coronavirus disease first known to originate in December 2019
Credit Facility		Our $500,000,000 unsecured revolving credit facility with a group of lenders
current year quarter		The three months ended November 30, 2025
DMI		Dodge Momentum Index
EBIT		Earnings before interest and taxes
EBITDA		Earnings before interest, taxes, depreciation, and amortization
Elgen		Elgen Manufacturing Company, Inc.
EPS		Earnings per common share
equity income		Equity in net income of unconsolidated affiliates
ETR		Effective income tax rate
Exchange Act		Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standards Board
fiscal 2024		Our fiscal year ended May 31, 2024
fiscal 2025		Our fiscal year ended May 31, 2025
fiscal 2026		Our fiscal year ended May 31, 2026
Form 10-Q		This Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2025
GAAP		U.S. generally accepted accounting principles
Halo		WH Products, LLC
Hexagon Composites		Hexagon Composites ASA, which is traded on the Euronext Oslo as HEX
Hexagon Purus		Hexagon Purus ASA, which is traded on the Euronext Oslo as HPUR
HMI		National Association of Home Builders/Wells Fargo Housing Market Index
HVAC		Heating, ventilation, and air conditioning
Hydrostat		Hydrostat, Inc.
LIRA		Leading Indicator of Remodeling Activity
LPG		Liquefied petroleum gas
LSI		LSI Group, LLC
MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations
N.M.		Not meaningful
OCI		Other comprehensive income (loss)
prior year period		The six months ended November 30, 2024
prior year quarter		The three months ended November 30, 2024
PSLRA		Private Securities Litigation Reform Act of 1995, as amended
Ragasco		Ragasco AS
SEC		Securities and Exchange Commission
second quarter of fiscal 2026		Our fiscal quarter ended November 30, 2025
SES		Sustainable Energy Solutions
Separation		The separation of our former steel processing business, effective December 1, 2023
SG&A		Selling, general and administrative expenses
simple SOFR		Simple Secured Overnight Financing Rate
Special PSA		Special award of common shares subject to performance-based and time-based vesting restrictions
Steel Supply and Services Agreement		Steel Supply and Services Agreement, dated November 30, 2023, by and between Worthington Steel and Worthington Enterprises.

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Term		Definition
Trademark License Agreement		Trademark License Agreement, dated November 30, 2023, by and between Worthington Steel and Worthington Enterprises.
Transition Services Agreement		Transition Services Agreement, dated November 30, 2023, by and between Worthington Steel and Worthington Enterprises.
U.S.		United States of America
WAVE		Worthington Armstrong Venture
Workhorse		Taxi Workhorse Holdings, LLC
Worthington Enterprises		Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.)
Worthington Steel		Worthington Steel, Inc.
2025 Form 10-K		Our Annual Report on Form 10-K for fiscal 2025 as filed with the SEC on July 30, 2025
2026 Form 10-K		Our Annual Report on Form 10-K for fiscal 2026

iii

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Selected statements contained in this Form 10-Q, including, without limitation, in MD&A and in “Note D – Contingent Liabilities and Commitments,” constitute “forward-looking statements,” as that term is used in the PSLRA. We wish to take advantage of the safe harbor provisions included in the PSLRA. Forward-looking statements reflect our current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee,” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to:

•

future or expected cash positions, liquidity and ability to access financial markets and capital;

•

outlook, strategy or business plans;

•

anticipated benefits of the Separation;

•

expected financial and operational performance, and future opportunities;

•

performance on a pro forma basis to illustrate the estimated effects of the Separation on historical periods;

•

the tax treatment of the Separation transaction;

•

future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures;

•

pricing trends for raw materials and finished goods and the impact of pricing changes;

•

the ability to improve or maintain margins;

•

expected demand or demand trends;

•

additions to product lines and opportunities to participate in new markets;

•

expected benefits from transformation and innovation efforts;

•

the ability to improve performance and competitive position;

•

anticipated working capital needs, capital expenditures and asset sales;

•

anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof;

•

projected profitability potential;

•

the ability to make acquisitions, form joint ventures and consolidate operations, and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations;

•

projected capacity and the alignment of operations with demand;

•

the ability to operate profitably and generate cash in down markets;

•

the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets;

•

expectations for inventories, jobs and orders;

•

expectations for the economy and markets or improvements therein;

•

expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value;

•

effects of judicial rulings, laws and regulations;

•

anticipated improvements in our business and efficiencies to be gained from the use of AI and other technologies;

•

effects of cybersecurity breaches and other disruptions to information technology infrastructure;

•

the impact of the outbreak of a national emergency, public health crisis or global pandemic, such as COVID-19, on economies and markets, and on our customers, counterparties, employees and third-party service providers; and

•

other non-historical matters.

Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow:

•

the ability to successfully realize the anticipated benefits of the Separation;

•

the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital;

•

the impact of tariffs, the adoption of trade restrictions affecting our products or suppliers, a U.S. withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships;

•

changing prices and/or supply of steel, natural gas, oil, copper, zinc, and other raw materials;

•

product demand and pricing;

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•

changes in product mix, product substitution and market acceptance of our products;

•

volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, energy, labor and other items required by operations;

•

effects of sourcing and supply chain constraints, including interruptions in deliveries of raw materials and supplies or the loss of key supplier relationships;

•

increases in freight and energy costs;

•

the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters;

•

effects of facility closures and the consolidation of operations;

•

the effect of financial difficulties, consolidation and other changes within construction and other industries in which we participate;

•

failure to maintain appropriate levels of inventories;

•

financial difficulties (including bankruptcy filings) of end-users and customers, suppliers, joint venture partners and others with whom we do business;

•

the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts;

•

the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis;

•

the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom;

•

capacity levels and efficiencies, within facilities, within major product markets and within the industries in which we participate;

•

the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts, terrorist activities, or other causes;

•

changes in customer demand, inventories, spending patterns, product choices, and supplier choices;

•

risks associated with doing business internationally, including economic, political and social instability, foreign currency exchange rate exposure and the acceptance of our products in global markets;

•

the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment;

•

the operational, data privacy, security, regulatory, and legal risks associated with our reliance on AI technologies as well as our inability to stay abreast of technological advancements and our dependence on third parties who rely on AI technologies;

•

the effect of inflation, interest rate increases and economic recession, which may negatively impact our operations and financial results;

•

deviation of actual results from estimates and/or assumptions used by us in the application of our significant accounting policies;

•

the level of imports and import prices in our markets;

•

the effect of national, regional and global economic conditions generally and within major product markets;

•

the impact of environmental laws and regulations or the actions of the U.S. Environmental Protection Agency or similar regulators which increase costs or limit our ability to use or sell certain products;

•

the impact of increasing environmental, greenhouse gas emission and sustainability regulations and considerations;

•

the impact of judicial rulings and governmental regulations, both in the U.S. and abroad, including those adopted by the SEC and other governmental agencies as contemplated by the CARES Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

•

the effect of healthcare laws in the U.S and potential changes for such laws which may increase our healthcare and other costs and negatively impact our operations and financial results;

•

the effects of tax laws in the U.S and potential changes for such laws, which may increase our costs and negatively impact our operations and financial results;

•

cybersecurity risks;

•

the effects of privacy and information security laws and standards;

•

the seasonality of our operations;

•

the effects of competition and price pressures from competitors; and

•

other risks described from time to time in our filings with the SEC, including those described in “Part I – Item 1A. – Risk Factors” of the 2025 Form 10-K.

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We note these risk factors for investors as contemplated by the PSLRA. Forward-looking statements should be construed in the light of such risks. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. We do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

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USE OF NON-GAAP FINANCIAL MEASURES AND DEFINITIONS

(In thousands, except per common share amounts)

NON-GAAP FINANCIAL MEASURES. This Form 10-Q includes certain financial measures that are not calculated and presented in accordance with GAAP. Non-GAAP financial measures typically exclude items that management believes are not reflective of, and thus should not be included when evaluating the performance of our ongoing operations. Management uses these non-GAAP financial measures to evaluate ongoing performance, engage in financial and operational planning, and determine incentive compensation. Management believes these non-GAAP financial measures provide useful supplemental information regarding the performance of our ongoing operations and should not be considered as an alternative to the comparable GAAP financial measure. Additionally, management believes these non-GAAP financial measures allow for meaningful comparisons and analysis of trends in our business and enables investors to evaluate our operations and future prospects in the same manner as management.

The following provides an explanation of each non-GAAP financial measure presented in this Form 10-Q:

Adjusted operating income (loss) is defined as operating income (loss) excluding the items listed below, to the extent naturally included in operating income (loss).

Adjusted net earnings is defined as net earnings attributable to controlling interest excluding the after-tax effect of the excluded items outlined below.

Adjusted EPS - diluted is defined as adjusted net earnings divided by diluted weighted-average common shares outstanding for the applicable period.

Adjusted EBITDA is the measure by which management evaluates segment performance and overall profitability. Adjusted EBITDA excludes additional items including, but not limited to, those listed below, as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of ongoing operations. Adjusted EBITDA also excludes stock-based compensation due to its non-cash nature, which is consistent with how management assesses operating performance and determines incentive compensation. At the segment level, adjusted EBITDA includes expense allocations for centralized corporate back-office functions that exist to support the day-to-day business operations. Public company and other governance costs are held at the corporate level within the unallocated corporate and other category.

Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales.

EXCLUSIONS FROM NON-GAAP FINANCIAL MEASURES

Management believes it is useful to exclude the following items from its non-GAAP financial measures for its own and investors’ assessment of the business for the reasons identified below. Additionally, management may exclude other items from non-GAAP financial measures that do not occur in the ordinary course of our ongoing business operations and note them in the reconciliation from net earnings to the non-GAAP financial measure adjusted EBITDA.

•

Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, which management believes facilitates the comparison of historical, current and forecasted financial results.

•

Restructuring activities consist of established programs that are intended to fundamentally change our operations, and as such are excluded from its non-GAAP financial measures. Our restructuring programs may include closing or consolidating production facilities or moving manufacturing of a product to another location, realignment of the management structure of a business unit in response to changing market conditions or general rationalization of headcount. Our restructuring activities generally give rise to employee-related costs, such as severance pay, and facility-related costs, such as exit costs and gains or losses on asset disposals but may include other incremental costs associated with our restructuring activities. Restructuring and other expense, net, may also include other nonrecurring items included in operating income but incremental to our normal business activities. These items are excluded because they are not part of the ongoing operations of our underlying business.

•

Loss on partial sale of investment in SES, resulting from the divestiture of our 49% interest in the Composite business of the SES joint venture, is excluded because it does not occur in the normal course of business and is inherently unpredictable in timing and amount.

•

Unrealized losses on marketable equity securities represent the net impact of unrealized losses resulting from mark-to-market adjustments on our marketable equity securities. We exclude this activity because it is not reflective of ongoing operating activity and does not provide a meaningful evaluation of operating performance.

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Consolidated Results – Selected Non-GAAP Adjusted Results


	Three Months Ended November 30, 2025
			Earnings
			Before		Income
	Operating		Income		Tax			Net		Diluted
	Income		Taxes		Expense			Earnings (1)		EPS (1)
GAAP	$	12,264	$	35,780	$	8,751		$	27,328	$	0.55
Restructuring and other expense, net (2)		1,644		1,644		(404	)		1,240		0.02
Loss on partial sale of investment in SES (3)		-		2,950		-			2,950		0.06
Unrealized loss on investment in marketable securities		-		1,243		(301	)		942		0.02
Non-GAAP	$	13,908	$	41,617	$	9,456		$	32,460	$	0.65


	Three Months Ended November 30, 2024
			Earnings
			Before		Income
	Operating		Income		Tax			Net		Diluted
	Income		Taxes		Expense			Earnings (1)		EPS (1)
GAAP	$	3,521	$	37,109	$	9,100		$	28,260	$	0.56
Restructuring and other expense, net		2,620		2,620		(639	)		1,981		0.04
Non-GAAP	$	6,141	$	39,729	$	9,739		$	30,241	$	0.60


	Six Months Ended November 30, 2025
			Earnings
			Before		Income
	Operating		Income		Tax			Net		Diluted
	Income		Taxes		Expense			Earnings (1)		EPS (1)
GAAP	$	21,507	$	81,461	$	19,611		$	62,476	$	1.25
Restructuring and other expense, net (2)		4,120		4,120		(781	)		3,339		0.07
Loss on partial sale of investment in SES (3)		-		2,950		-			2,950		0.06
Unrealized loss on investment in marketable securities		-		1,243		(301	)		942		0.02
Non-GAAP	$	25,627	$	89,774	$	20,693		$	69,707	$	1.40


	Six Months Ended November 30, 2024
				Earnings
	Operating			Before		Income
	Income			Income		Tax			Net		Diluted
	(Loss)			Taxes		Expense			Earnings (1)		EPS (1)
GAAP	$	(1,178	)	$	67,899	$	15,882		$	52,513	$	1.04
Restructuring and other expense, net		3,778			3,778		(928	)		2,850		0.06
Non-GAAP	$	2,600		$	71,677	$	16,810		$	55,363	$	1.10

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Consolidated Results - Adjusted EBITDA


	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2025			2024			2025			2024
Net earnings (GAAP)	$	27,029		$	28,009		$	61,850		$	52,017
Plus: Net loss attributable to noncontrolling interest		299			251			626			496
Net earnings attributable to controlling interest		27,328			28,260			62,476			52,513
Interest expense, net		1,472			1,033			1,535			1,522
Income tax expense		8,751			9,100			19,611			15,882
EBIT (4)		37,551			38,393			83,622			69,917
Restructuring and other expense, net		1,644			2,620			4,120			3,778
Loss on partial sale of investment in SES (2)		2,950			-			2,950			-
Unrealized loss on investment in marketable securities (3)		1,243			-			1,243			-
Adjusted EBIT (4)		43,388			41,013			91,935			73,695
Depreciation and amortization		13,764			11,927			26,850			23,757
Stock-based compensation (5)		3,326			3,273			6,753			7,197
Adjusted EBITDA (non-GAAP)	$	60,478		$	56,213		$	125,538		$	104,649

Net earnings margin (GAAP)		8.3	%		10.2	%		9.8	%		9.8	%
Adjusted EBITDA margin (non-GAAP)		18.5	%		20.5	%		19.9	%		19.7	%

(1)

Excludes the impact of noncontrolling interest.

(2)

Reflects the loss incurred in connection with divestment of our 49% interest in the composite assets of our SES joint venture on October 16, 2025. In exchange for our interest in the divested assets, we received common shares in both Hexagon Composites and Hexagon Purus.

(3)

Reflects the unrealized loss on investment in marketable securities noted in footnote (2) above.

(4)

EBIT and adjusted EBIT are non-GAAP financial measures. However, these measures are not used by management to evaluate our performance, engage in financial and operational planning, or to determine incentive compensation. Instead, they are included as subtotals in the reconciliation of net earnings to adjusted EBITDA, which is a non-GAAP financial measure used by management.

(5)

Excludes $2.7 million of stock-based compensation reported in restructuring and other expense, net in our consolidated statement of earnings for the three and six months ended November 30, 2024 related to the accelerated vesting of certain outstanding equity awards upon retirement of a key employee.

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Item 1. – Financial Statements

WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)


	(Unaudited)
	November 30,		May 31,
	2025		2025
Assets
Current assets:
Cash and cash equivalents	$	180,288	$	250,075
Receivables, less allowances of $1,130 and $907, respectively		207,320		215,824
Inventories:
Raw materials		98,611		80,522
Work in process		8,201		9,408
Finished products		91,629		79,463
Total inventories		198,441		169,393
Income taxes receivable		25,616		12,720
Prepaid expenses and other current assets		37,117		37,358
Total current assets		648,782		685,370
Investments in unconsolidated affiliates		119,222		129,262
Operating lease assets		39,586		22,699
Goodwill		412,764		376,480
Other intangible assets, net of accumulated amortization of $96,736 and $88,887, respectively		219,056		190,398
Other assets		25,284		20,717
Property, plant and equipment:
Land		8,727		8,703
Buildings and improvements		135,134		132,742
Machinery and equipment		390,637		372,798
Construction in progress		50,427		33,326
Total property, plant and equipment		584,925		547,569
Less: accumulated depreciation		296,286		277,343
Total property, plant and equipment, net		288,639		270,226
Total assets	$	1,753,333	$	1,695,152

Liabilities and equity
Current liabilities:
Accounts payable	$	104,779	$	103,205
Accrued compensation, contributions to employee benefit plans and related taxes		29,396		43,864
Dividends payable		9,776		9,172
Other accrued items		46,013		34,478
Current operating lease liabilities		8,472		6,014
Income taxes payable		634		109
Total current liabilities		199,070		196,842
Other liabilities		57,574		53,364
Distributions in excess of investment in unconsolidated affiliate		106,363		103,767
Long-term debt		305,255		302,868
Noncurrent operating lease liabilities		31,942		17,173
Deferred income taxes, net		90,106		82,901
Total liabilities		790,310		756,915
Shareholders’ equity - controlling interest		962,599		937,187
Noncontrolling interest		424		1,050
Total equity		963,023		938,237
Total liabilities and equity	$	1,753,333	$	1,695,152

See condensed notes to consolidated financial statements.

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WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per common share amounts)

(Unaudited)


	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2025			2024			2025			2024
Net sales	$	327,452		$	274,046		$	631,159		$	531,354
Cost of goods sold		242,823			199,987			464,246			394,800
Gross profit		84,629			74,059			166,913			136,554
Selling, general and administrative expense		70,721			67,918			141,286			133,954
Restructuring and other expense, net		1,644			2,620			4,120			3,778
Operating income (loss)		12,264			3,521			21,507			(1,178	)
Other income (expense):
Miscellaneous income (expense), net		(4,130	)		65			(4,286	)		551
Interest expense, net		(1,472	)		(1,033	)		(1,535	)		(1,522	)
Equity in net income of unconsolidated affiliates		29,118			34,556			65,775			70,048
Earnings before income taxes		35,780			37,109			81,461			67,899
Income tax expense		8,751			9,100			19,611			15,882
Net earnings		27,029			28,009			61,850			52,017
Net loss attributable to noncontrolling interest		(299	)		(251	)		(626	)		(496	)
Net earnings attributable to controlling interest	$	27,328		$	28,260		$	62,476		$	52,513

Basic
Weighted average common shares outstanding		49,160			49,464			49,212			49,475
Earnings per share attributable to controlling interest	$	0.56		$	0.57		$	1.27		$	1.06

Diluted
Weighted average common shares outstanding		49,762			50,138			49,895			50,264
Earnings per share attributable to controlling interest	$	0.55		$	0.56		$	1.25		$	1.04

Cash dividends declared per common share	$	0.19		$	0.17		$	0.38		$	0.34

See condensed notes to consolidated financial statements.

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WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2025			2024			2025			2024
Net earnings	$	27,029		$	28,009		$	61,850		$	52,017
Other comprehensive income (loss), net of tax
Foreign currency translation		(956	)		(3,276	)		451			(2,735	)
Pension liability adjustment		4			13			(7	)		6
Cash flow hedges		(646	)		(57	)		(959	)		(107	)
Other comprehensive loss, net of tax		(1,598	)		(3,320	)		(515	)		(2,836	)
Comprehensive income		25,431			24,689			61,335			49,181
Comprehensive loss attributable to noncontrolling interest		(299	)		(251	)		(626	)		(496	)
Comprehensive income attributable to controlling interest	$	25,730		$	24,940		$	61,961		$	49,677

See condensed notes to consolidated financial statements.

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WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2025			2024			2025			2024
Operating activities:
Net earnings	$	27,029		$	28,009		$	61,850		$	52,017
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		13,764			11,927			26,850			23,757
Provision for (benefit from) deferred income taxes		561			2,682			3,518			(2,855	)
Bad debt expense		230			2,069			209			2,061
Equity in net income of unconsolidated affiliates, net of distributions		5,108			4,268			4,927			7,721
Net loss (gain) on sale of assets		3,012			(508	)		3,012			(526	)
Stock-based compensation		3,326			5,937			6,753			9,862
Unrealized loss on investment in marketable securities		1,243			-			1,243			-
Changes in assets and liabilities, net of impact of acquisitions:
Receivables		6,736			(18,636	)		20,843			9,530
Inventories		3,120			7,836			(12,697	)		1,430
Accounts payable		1,969			447			(9,977	)		(12,646	)
Accrued compensation and employee benefits		(4,079	)		(2,021	)		(14,478	)		(13,466	)
Other operating items, net		(10,501	)		7,043			527			13,314
Net cash provided by operating activities		51,518			49,053			92,580			90,199

Investing activities:
Investment in property, plant and equipment		(12,432	)		(15,161	)		(25,627	)		(24,790	)
Acquisitions, net of cash acquired		-			731			(92,235	)		(88,156	)
Proceeds from sale of assets, net of selling costs		-			1,616			-			13,385
Investment in non-marketable equity securities, net of distributions		(55	)		(40	)		(55	)		(2,040	)
Net cash used by investing activities		(12,487	)		(12,854	)		(117,917	)		(101,601	)

Financing activities:
Dividends paid		(9,623	)		(8,969	)		(18,199	)		(17,085	)
Purchase of common shares		(13,695	)		(8,079	)		(19,954	)		(14,882	)
Proceeds from issuance of common shares, net of tax withholdings		(2,269	)		(3,893	)		(5,821	)		(7,051	)
Principal payments on long-term obligations		(278	)		-			(476	)		-
Net cash used by financing activities		(25,865	)		(20,941	)		(44,450	)		(39,018	)

Increase (decrease) in cash and cash equivalents		13,166			15,258			(69,787	)		(50,420	)
Cash and cash equivalents at beginning of period		167,122			178,547			250,075			244,225
Cash and cash equivalents at end of period	$	180,288		$	193,805		$	180,288		$	193,805

See condensed notes to consolidated financial statements.

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WORTHINGTON ENTERPRISES, INC.

CONDENSED Notes to Consolidated Financial Statements (UNAUDITED)

(In thousands, except common share and per common share amounts)

Note A – Basis of Presentation

Basis of Presentation

These interim unaudited consolidated financial statements include the accounts of Worthington Enterprises and its consolidated subsidiaries. Significant intercompany accounts and transactions have been eliminated.

We own an 80% controlling interest in Halo, which was acquired on February 1, 2024. Halo is consolidated with the equity owned by the other joint venture members shown as “noncontrolling interests” in our consolidated balance sheets, and the other joint venture members’ portions of net earnings and OCI are shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, respectively.

Investments in unconsolidated affiliates that we do not control are accounted for using the equity method with our proportionate share of income or loss recognized within equity income in our consolidated statements of earnings. See further discussion of our unconsolidated affiliates in “Note B – Investments in Unconsolidated Affiliates.”

These interim unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, which are of a normal and recurring nature except those which have been disclosed elsewhere in this Form 10-Q, necessary for a fair presentation of the consolidated financial statements for these interim periods, have been included. Operating results for the second quarter of fiscal 2026 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the consolidated financial statements and notes thereto included in the 2025 Form 10-K.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Relationship with Worthington Steel

We are party to several agreements with Worthington Steel that govern our ongoing relationship following the Separation, including a Trademark License Agreement, both a short and long-term Transition Services Agreement, and a Steel Supply and Services Agreement. Transactions governed by these agreements are considered related party transactions.

Pursuant to the Steel Supply and Services Agreement, Worthington Steel manufactures and supplies to us, at reasonable market rates, certain flat rolled steel products, and will provide us with certain related support services such as design, engineering/technical services, price risk management, scrap management, steel purchasing, supply chain optimization and product rework services, and other services at our request that are ancillary to the supply of the flat rolled steel products. Purchases from Worthington Steel under the Steel Supply and Services Agreement totaled $31,865 and $23,024 for the three months ended November 30, 2025 and November 30, 2024, respectively, and $68,901 and $51,455 for the six months ended November 30, 2025 and November 30, 2024, respectively. Accounts payable related to these purchases were $6,580 and $9,099 as of November 30, 2025 and May 31, 2025, respectively.

Activity under all other agreements between Worthington Steel and us related to the Separation was immaterial for the periods presented.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires enhanced income tax disclosures, including more detailed information in the effective tax rate reconciliation and disaggregated disclosures of income taxes paid by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. While adoption of this ASU is not expected to have a material effect on our consolidated financial condition, results of operations, or cash flows, it will result in expanded income tax disclosures beginning in the 2026 Form 10-K.

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In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,” which expands disclosure of significant costs and expenses. This ASU requires expanded disclosures of significant costs and expenditures within cost of goods sold and SG&A, including amounts of inventory purchased, employee compensation, depreciation, amortization and selling expenses. This ASU also requires expanded qualitative disclosures, including a description of selling expenses and a description of non-disaggregated expenses. This standard is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We expect this ASU to only impact our disclosures with no impact to our results of operations, cash flows and financial condition.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software,” which modernizes and clarifies the threshold entities apply to begin capitalizing development costs for internal-use software. This guidance is effective for interim and annual periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of this ASU will have to our results of operations, cash flows and financial condition.

Note B – Investments in Unconsolidated Affiliates

Investments in joint ventures that we do not control, either through majority ownership or otherwise, are unconsolidated and accounted for using the equity method. At November 30, 2025, we held investments in the following unconsolidated joint ventures: ClarkDietrich (25%); SES (49%); WAVE (50%); and Workhorse (20%).

On October 16, 2025, we divested our 49% interest in the composite business of the SES joint venture, resulting in a loss of $2,950, recorded in miscellaneous income (expense), net in the consolidated statement of earnings for the three and six months ended November 30, 2025. In exchange for our interest in the divested assets, we received common shares in both Hexagon Composites and Hexagon Purus. Refer to “Note O – Fair Value Measurements” for information regarding the fair value measurement of these common shares.

We received distributions from unconsolidated affiliates totaling $70,702 during the six months ended November 30, 2025. We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in a negative asset balance of $106,363 and $103,767 at November 30, 2025 and May 31, 2025, respectively. In accordance with the applicable accounting guidance, we have reclassified the negative balances to distributions in excess of investment in unconsolidated affiliate within our consolidated balance sheets. We will continue to record our equity in the net income of WAVE as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheets. If it becomes probable that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will immediately recognize any balance classified as a liability as income.

We use the cumulative earnings approach to determine the cash flow presentation of distributions from our unconsolidated joint ventures. Distributions received are included in our consolidated statements of cash flows as operating activities unless the cumulative distributions exceed our share of the cumulative equity in the net earnings of the joint venture. In such cases, the excess distributions are considered returns of investment and are classified as investing activities in our consolidated statements of cash flows.

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WAVE and ClarkDietrich are included within the Building Products segment, while the SES and Workhorse joint ventures are reported within Other. The following tables present summarized financial information for our unconsolidated affiliates for three and six months ended November 30, 2025 and 2024:


	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2025			2024			2025			2024
WAVE
Net sales	$	120,733		$	114,627		$	255,450		$	240,532
Operating income		57,466			53,366			125,150			113,430
Depreciation and amortization		791			891			2,429			2,361
Interest expense, net		3,871			4,236			7,831			8,645
Income tax expense (benefit)		(18	)		133			116			197
Net earnings		54,154			48,996			117,751			105,205

ClarkDietrich
Net sales	$	282,615		$	290,447		$	572,606		$	592,302
Operating income		15,880			37,498			38,669			71,579
Depreciation and amortization		4,586			3,934			9,081			7,807
Interest expense (income), net		(31	)		36			(110	)		(106	)
Income tax expense (benefit)		(53	)		49			(40	)		586
Net earnings		16,532			38,919			40,267			73,895

Other
Net sales	$	73,345		$	87,916		$	145,831		$	175,829
Operating income (loss)		(996	)		(17	)		(4,252	)		184
Depreciation and amortization		2,188			2,900			4,402			5,563
Interest expense (income), net		(150	)		257			(445	)		748
Income tax expense		257			127			316			171
Net earnings (loss)		(2,126	)		1,271			(5,749	)		768

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Note C – Restructuring and Other Expense, Net

Restructuring activities consist of established programs that are intended to fundamentally change our operations. Our restructuring programs may include closing or consolidating production facilities or moving manufacturing of a product to another location, realignment of the management structure of a business unit in response to changing market conditions or general rationalization of headcount. Our restructuring activities generally give rise to employee-related costs, such as severance pay, and facility-related costs, such as exit costs and gains or losses on asset disposals but may include other incremental operating items associated with our ongoing businesses that are nonrecurring in nature but incremental to our normal business activities.

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense, net financial statement caption in our consolidated statement of earnings for the six months ended November 30, 2025, is summarized below:


	Balance at							Balance at
	May 31, 2025		Expense		Payments			November 30, 2025
Early retirement and severance	$	585	$	856	$	(984	)	$	457
Other restructuring charges (1)		100		3,264		(3,022	)		342
	$	685	$	4,120	$	(4,006	)	$	799

(1)

During the six months ended November 30, 2025, other restructuring charges consisted primarily of acquisition-related costs such as advisory, legal, and other professional fees.

The total liability associated with our restructuring activities as of November 30, 2025 is expected to be paid in the next 12 months.

Note D – Contingent Liabilities and Commitments

Legal Proceedings

We are defendants in certain legal actions. In the opinion of management, the outcome of these actions, which is not clearly determinable at the present time, would not significantly affect our consolidated financial position or future results of operations. We also believe that environmental issues will not have a material effect on our capital expenditures, consolidated financial position or future results of operations.

Note E – Guarantees

We do not have guarantees that we believe are reasonably likely to have a material current or future effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

At November 30, 2025, we also had in place $9,204 of outstanding stand-by letters of credit issued to third-party service providers. The fair value of these guaranteed instruments, based on premiums paid, was not material and no amounts were drawn against them at November 30, 2025.

Note F – Debt

Our multi-year revolving Credit Facility is scheduled to mature on September 27, 2028. Borrowings under the Credit Facility have maturities of up to one year. We have the option to borrow at rates equal to an applicable margin over the overnight bank funding rate, the prime rate of PNC Bank, National Association or the adjusted daily simple SOFR. The applicable margin is determined by our total leverage ratio. There were no borrowings outstanding under the Credit Facility at November 30, 2025 or May 31, 2025, leaving $500,000 available for use.

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Note G – Other Comprehensive Income (Loss)

The following table summarizes the tax effects on each component of OCI for the periods presented:


	Three Months Ended
	November 30,
	2025									2024
	Before-Tax			Tax			Net-of-Tax			Before-Tax			Tax			Net-of-Tax
Foreign currency translation	$	(853	)	$	(103	)	$	(956	)	$	(2,902	)	$	(374	)	$	(3,276	)
Pension liability adjustment		5			(1	)		4			16			(3	)		13
Cash flow hedges		(862	)		216			(646	)		(54	)		(3	)		(57	)
Other comprehensive loss	$	(1,710	)	$	112		$	(1,598	)	$	(2,940	)	$	(380	)	$	(3,320	)


	Six Months Ended
	November 30,
	2025								2024
	Before-Tax			Tax		Net-of-Tax			Before-Tax			Tax			Net-of-Tax
Foreign currency translation	$	427		$	24	$	451		$	(2,914	)	$	179		$	(2,735	)
Pension liability adjustment		(10	)		3		(7	)		9			(3	)		6
Cash flow hedges		(1,301	)		342		(959	)		(119	)		12			(107	)
Other comprehensive loss	$	(884	)	$	369	$	(515	)	$	(3,024	)	$	188		$	(2,836	)

Note H – Changes in Equity

The following tables summarize the changes in equity by component and in total for the periods presented:


	Controlling Interest
	Additional
	Paid In			AOCI			Retained						Noncontrolling
	Capital			Net of Tax			Earnings			Subtotal			Interest			Total
Balance at May 31, 2025	$	308,608		$	4,050		$	624,529		$	937,187		$	1,050		$	938,237
Net earnings (loss)		-			-			35,148			35,148			(327	)		34,821
Other comprehensive income		-			1,083			-			1,083			-			1,083
Common shares issued, net of withholding tax		(3,552	)		-			-			(3,552	)		-			(3,552	)
Common shares in non-qualified plans		78			-			-			78			-			78
Stock-based compensation		4,856			-			-			4,856			-			4,856
Purchase and retirement of common shares		(623	)		-			(5,636	)		(6,259	)		-			(6,259	)
Cash dividends declared		-			-			(9,433	)		(9,433	)		-			(9,433	)
Balance at August 31, 2025	$	309,367		$	5,133		$	644,608		$	959,108		$	723		$	959,831
Net earnings (loss)		-			-			27,328			27,328			(299	)		27,029
Other comprehensive income		-			(1,598	)		-			(1,598	)		-			(1,598	)
Common shares issued, net of withholding tax		(2,269	)		-			-			(2,269	)		-			(2,269	)
Common shares in non-qualified plans		53			-			-			53			-			53
Stock-based compensation		3,104			-			-			3,104			-			3,104
Purchase and retirement of common shares		(1,566	)		-			(12,129	)		(13,695	)		-			(13,695	)
Cash dividends declared		-			-			(9,432	)		(9,432	)		-			(9,432	)
Balance at November 30, 2025	$	308,689		$	3,535		$	650,375		$	962,599		$	424		$	963,023

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	Controlling Interest
	Additional
	Paid In			AOCI			Retained						Noncontrolling
	Capital			Net of Tax			Earnings			Subtotal			Interest			Total
Balance at May 31, 2024	$	299,033		$	454		$	589,392		$	888,879		$	2,133		$	891,012
Net earnings (loss)		-			-			24,253			24,253			(245	)		24,008
Other comprehensive income		-			484			-			484			-			484
Common shares issued, net of withholding tax		(3,158	)		-			-			(3,158	)		-			(3,158	)
Common shares in non-qualified plans		32			-			-			32			-			32
Stock-based compensation		6,216			-			-			6,216			-			6,216
Purchase and retirement of common shares		(884	)		-			(5,919	)		(6,803	)		-			(6,803	)
Cash dividends declared		-			-			(8,550	)		(8,550	)		-			(8,550	)
Balance at August 31, 2024	$	301,239		$	938		$	599,176		$	901,353		$	1,888		$	903,241
Net earnings (loss)		-			-			28,260			28,260			(251	)		28,009
Other comprehensive income		-			(3,320	)		-			(3,320	)		-			(3,320	)
Common shares issued, net of withholding tax		(3,893	)		-			-			(3,893	)		-			(3,893	)
Common shares in non-qualified plans		56			-			-			56			-			56
Stock-based compensation		5,539			-			-			5,539			-			5,539
Purchase and retirement of common shares		(1,212	)		-			(6,867	)		(8,079	)		-			(8,079	)
Cash dividends declared		-			-			(8,595	)		(8,595	)		-			(8,595	)
Balance at November 30, 2024	$	301,729		$	(2,382	)	$	611,974		$	911,321		$	1,637		$	912,958

The following table summarizes the changes in AOCI for the periods presented:


	Foreign Currency Translation		Pension Liability Adjustment			Cash Flow Hedges			AOCI
Balance at May 31, 2025	$	2,581	$	(365	)	$	1,834		$	4,050
OCI before reclassifications		427		(10	)		(488	)		(71	)
Reclassification adjustments to net earnings (1)		-					(813	)		(813	)
Income tax effect		24		3			342			369
Balance at November 30, 2025	$	3,032	$	(372	)	$	875		$	3,535


	Foreign Currency Translation			Pension Liability Adjustment			Cash Flow Hedges			AOCI
Balance at May 31, 2024	$	(669	)	$	(441	)	$	1,564		$	454
OCI before reclassifications		(2,914	)		9			(758	)		(3,663	)
Reclassification adjustments to net earnings (1)		-			-			639			639
Income tax effect		179			(3	)		12			188
Balance at November 30, 2024	$	(3,404	)	$	(435	)	$	1,457		$	(2,382	)

——————————————————

(1)

The statement of earnings classification of amounts reclassified to net income for cash flow hedges is disclosed in “Note N – Derivative Financial Instruments and Hedging Activities.”

On March 24, 2021, the Board authorized the repurchase of up to 5,618,464 common shares. During the six months ended November 30, 2025, we repurchased a total of 350,000 common shares under this authorization leaving 5,015,000 common shares available for repurchase at November 30, 2025.

Common shares may be repurchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately-negotiated transactions.

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Note I – Stock-Based Compensation

Service-Based Restricted Common Shares

During the six months ended November 30, 2025, we granted an aggregate of 103,415 service-based restricted common shares under our stock-based compensation plans, which cliff vest three years from the grant date. The weighted average grant date fair value of these restricted common shares, based on the weighted average closing price of the underlying common shares on the grant date, was $59.09 per share, or $6,111 in total, and will be recognized on a straight-line basis over the three-year vesting period, net of any forfeitures.

Special PSAs

On June 30, 2025, we granted special PSAs covering an aggregate of 92,500 common shares (at target levels) to certain members of executive management. Vesting of the awards is subject to time-based restrictions and the achievement of specified levels of ATSR over a three-year service period ending June 30, 2028, in which ATSR must exceed a threshold level in order to be satisfied. The fair value of these market-based restricted common shares was estimated using a Monte-Carlo simulation model that incorporates key assumptions such as the risk-free interest rate, expected volatility and expected dividends. Compensation expense is recognized on a straight-line basis over the three-year vesting period, net of forfeitures, regardless of whether the market condition is satisfied. The estimated grant date fair value of these market-based restricted common shares was $45.39 per common share or $4,199 in total (at target levels).

The following assumptions were used to determine the grant date fair value for our market-based restricted common shares during the six months ended November 30, 2025.


Dividend yield	1.19	%
Expected volatility	38.00	%
Risk-free interest rate	3.68	%

Performance Shares

Performance shares awarded under our stock-based compensation plans are earned based on the level of achievement with respect to a set of measurement criteria for corporate and business unit targets. The awards generally cover three-year performance periods ending May 31, 2026, 2027, and 2028.

These performance share awards will be paid, to the extent earned, in common shares in the fiscal quarter following the end of the applicable performance period. The fair values of our performance shares are determined by the closing market prices of the underlying common shares at the respective grant dates of the performance shares and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued. The ultimate pre-tax stock-based compensation expense to be recognized over the performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved. During the six months ended November 30, 2025, we granted performance share awards covering an aggregate of 53,130 common shares (at target levels). The aggregate grant-date fair value at target for these performance shares is $3,395, which will be recognized over the performance period and adjusted based on our periodic assessment of the probability of achieving the performance targets. The ultimate pre-tax stock-based compensation expense to be recognized over the performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved.

Note J – Income Taxes

Income tax expense for both the six months ended November 30, 2025 and November 30, 2024 reflected estimated annual ETRs of 24.1%. Management is required to estimate the annual ETR based upon its forecast of annual pre-tax income for domestic and foreign operations. Our actual ETR for fiscal 2026 could be materially different from the forecasted rate as of November 30, 2025.

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Note K – Earnings per Share

The following table sets forth the computation of basic and diluted EPS attributable to controlling interest for the periods presented:


	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2025		2024		2025		2024
Numerator (basic and diluted)
Net earnings attributable to controlling interest	$	27,328	$	28,260	$	62,476	$	52,513
Denominator (shares in thousands)
Basic EPS - weighted average common shares		49,160		49,464		49,212		49,475
Effect of dilutive securities		602		674		683		789
Diluted EPS - weighted average common shares		49,762		50,138		49,895		50,264

Basic EPS	$	0.56	$	0.57	$	1.27	$	1.06
Diluted EPS	$	0.55	$	0.56	$	1.25	$	1.04

Stock options and restricted common shares covering an aggregate of 17,288 and 110,950 common shares for the three months ended November 30, 2025 and November 30, 2024, respectively, and 13,962 and 90,391 for the six months ended November 30, 2025 and November 30, 2024, respectively, have been excluded from the computation of diluted EPS because the effect would have been antidilutive for those periods.

Note L – Segment Operations

Our operating segments reflect the way in which internally-reported financial information is regularly reviewed by the CODM to analyze performance, make decisions and allocate resources. We have identified our CEO as our CODM. Our CODM evaluates segment performance on the basis of adjusted EBITDA, as described in the “Use of Non-GAAP Financial Measures and Definitions” section. Factors used to identify operating segments include the nature of the products provided by each business, the management reporting structure, similarity of economic characteristics and certain quantitative measures, as prescribed by GAAP. Our operations are organized under two operating segments: Consumer Products and Building Products. Activity outside of our two operating segments is presented within “Other” and “Unallocated Corporate” as described further below.

Other includes our share of the equity earnings of two of our unconsolidated joint ventures, SES and Workhorse.

Unallocated Corporate includes certain assets and liabilities (e.g. public debt) held at the corporate level as well as general corporate expenses that are not directly attributable to our business operations and are administrative in nature, such as public company and other governance-related costs that benefit the organization as a whole, have not been allocated to our operating segments and are held at the corporate level.

The following tables present summarized financial information for our reportable operating segments, Other, and Unallocated Corporate for the periods indicated. A reconciliation from the GAAP financial measure of earnings (loss) before income taxes to the non-GAAP financial measure of adjusted EBITDA is provided directly following the summarized information below.

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	Three Months Ended November 30, 2025
						Total
						Reportable
	Consumer			Building		Operating					Unallocated
	Products			Products		Segments		Other			Corp			Consolidated
Net sales	$	119,924		$	207,528	$	327,452		-			-		$	327,452
Cost of goods sold		81,569			161,256		242,825		-			(2	)		242,823
SG&A		28,001			34,061		62,062		-			8,659			70,721
Restructuring and other expense (income), net		(1	)		155		154		-			1,490			1,644
Other segment items (1)		1			248		249		4,193			1,160			5,602
Equity in net income of unconsolidated affiliates		-			30,429		30,429		(1,311	)		-			29,118
Earnings (loss) before income taxes		10,354			42,237		52,591		(5,504	)		(11,307	)		35,780

Reconciling items to adjusted EBITDA
Depreciation and amortization		3,951			9,610		13,561		-			203			13,764
Interest expense (income)		(2	)		279		277		-			1,195			1,472
Stock-based compensation		687			716		1,403		-			1,923			3,326
Restructuring and other expense (income), net		(1	)		155		154		-			1,490			1,644
Non-cash charges in miscellaneous income		-			-		-		4,193			-			4,193
Net loss attributable to noncontrolling interest		299			-		299		-			-			299
Adjusted EBITDA	$	15,288		$	52,997	$	68,285	$	(1,311	)	$	(6,496	)	$	60,478


	Three Months Ended November 30, 2024
					Total
					Reportable
	Consumer		Building		Operating				Unallocated
	Products		Products		Segments		Other		Corp			Consolidated
Net sales	$	116,748	$	157,298	$	274,046	$	-	$	-		$	274,046
Cost of goods sold		75,858		124,129		199,987		-		-			199,987
SG&A		30,708		28,355		59,063		-		8,855			67,918
Restructuring and other expense, net		-		514		514		-		2,106			2,620
Other segment items (1)		25		46		71		-		897			968
Equity in net income of unconsolidated affiliates		-		34,294		34,294		262		-			34,556
Earnings (loss) before income taxes		10,157		38,548		48,705		262		(11,858	)		37,109

Reconciling items to adjusted EBITDA
Depreciation and amortization		4,333		7,413		11,746		-		181			11,927
Interest expense		-		11		11		-		1,022			1,033
Stock-based compensation		743		699		1,442		-		1,831			3,273
Restructuring and other expense, net		-		514		514		-		2,106			2,620
Net loss attributable to noncontrolling interest		251		-		251		-		-			251
Adjusted EBITDA	$	15,484	$	47,185	$	62,669	$	262	$	(6,718	)	$	56,213

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	Six Months Ended November 30, 2025
						Total
						Reportable
	Consumer			Building		Operating					Unallocated
	Products			Products		Segments		Other			Corp			Consolidated
Net sales	$	238,862		$	392,297	$	631,159		-			-		$	631,159
Cost of goods sold		161,541			302,655		464,196		-			50			464,246
SG&A		55,711			67,697		123,408		-			17,878			141,286
Restructuring and other expense, net		13			451		464		-			3,656			4,120
Other segment items (1)		19			346		365		4,193			1,263			5,821
Equity in net income of unconsolidated affiliates		-			68,748		68,748		(2,973	)		-			65,775
Earnings (loss) before income taxes		21,578			89,896		111,474		(7,166	)		(22,847	)		81,461

Reconciling items to adjusted EBITDA
Depreciation and amortization		7,808			18,647		26,455		-			395			26,850
Interest expense (income)		(4	)		261		257		-			1,278			1,535
Stock-based compensation		1,414			1,535		2,949		-			3,804			6,753
Restructuring and other expense, net		13			451		464		-			3,656			4,120
Non-cash charges in miscellaneous income		-			-		-		4,193			-			4,193
Net loss attributable to noncontrolling interest		626			-		626		-			-			626
Adjusted EBITDA	$	31,435		$	110,790	$	142,225	$	(2,973	)	$	(13,714	)	$	125,538


	Six Months Ended November 30, 2024
						Total
						Reportable
	Consumer		Building			Operating						Unallocated
	Products		Products			Segments			Other			Corp			Consolidated
Net sales	$	234,343	$	297,011		$	531,354		$	-		$	-		$	531,354
Cost of goods sold		153,971		240,775			394,746			-			54			394,800
SG&A		57,569		56,405			113,974			-			19,980			133,954
Restructuring and other expense, net		-		803			803			-			2,975			3,778
Other segment items (1)		9		(178	)		(169	)		-			1,140			971
Equity in net income of unconsolidated affiliates		-		70,940			70,940			(892	)		-			70,048
Earnings (loss) before income taxes		22,794		70,146			92,940			(892	)		(24,149	)		67,899

Reconciling items to adjusted EBITDA
Depreciation and amortization		8,669		14,707			23,376			-			381			23,757
Interest expense		-		29			29			-			1,493			1,522
Stock-based compensation		1,300		1,229			2,529			-			4,668			7,197
Restructuring and other expense, net		-		803			803			-			2,975			3,778
Net loss attributable to noncontrolling interest		496.00		-			496			-			-			496
Adjusted EBITDA	$	33,259	$	86,914		$	120,173		$	(892	)	$	(14,632	)	$	104,649

(1)

Except as noted herein, Other segment items consist of non-operating activity included in adjusted EBITDA, which is our segment profit measure. For the three and six months ended November 30, 2025, Other segment items also included certain non-cash charges in miscellaneous income (expense), net related to the partial divestiture of our SES joint venture. These charges were excluded from adjusted EBITDA as shown in the Reconciling items to adjusted EBITDA section in the tables above for the three and six months ended November 30, 2025. See “Use of Non-GAAP Measures and Definitions” for additional information.

Total assets for each of our reportable operating segments at the dates indicated were as follows:


	November 30,		May 31,
	2025		2025
Consumer Products	$	534,310	$	531,187
Building Products		918,277		795,837
Total reportable operating segments		1,452,587		1,327,024
Unallocated Corporate and Other		300,746		368,128
Total assets	$	1,753,333	$	1,695,152

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The following table presents capital expenditures for each of our reportable operating segments for the three months and the six months ended November 30, 2025 and November 30, 2024


	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2025		2024		2025		2024
Consumer Products	$	6,896	$	5,789	$	15,936	$	10,733
Building Products		4,889		4,348		8,398		8,057
Total reportable operating segments		11,785		10,137		24,334		18,790
Unallocated Corporate		647		5,024		1,293		6,000
Total	$	12,432	$	15,161	$	25,627	$	24,790

Note M – Acquisitions

On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components, ductwork, and structural framing used primarily in commercial building applications across North America. The purchase price was $91,184, net of cash acquired. Elgen operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition. Pro forma results, including the acquired business since the beginning of fiscal 2024, would not be materially different from reported results.

The information included herein is based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by us, including but not limited to, the fair value accounting.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes. During the six months ended November 30, 2025, we incurred approximately $1,700 acquisition-related costs associated with the Elgen transaction, which are recorded in restructuring and other expense, net in our consolidated statement of earnings.

In connection with the acquisition of Elgen, we identified and valued the following intangible assets:


			Useful Life
Category	Amount		(Years)
Customer relationships	$	18,200	15
Trade name		7,900	10
Technological know-how		7,000	10
Non-compete agreement		1,700	5
Total acquired identifiable intangible assets	$	34,800

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The following table summarizes the consideration paid and the fair value assigned to the assets and liabilities assumed at the Elgen acquisition date.


				Measurement
	Preliminary			Period			Revised
	Valuation			Adjustments			Valuation
Cash and cash equivalents	$	1,093		$	-		$	1,093
Accounts receivable		12,751			-			12,751
Inventory		16,351			-			16,351
Other current assets		1,605			-			1,605
Property, plant and equipment		11,941			(308	)		11,633
Operating lease assets		21,196			162			21,358
Intangible assets		34,400			400			34,800
Total identifiable assets		99,337			254			99,591
Accounts payable		(11,364	)		-			(11,364	)
Current operating lease liability		(2,225	)		(17	)		(2,242	)
Accrued expenses		(4,465	)		(784	)		(5,249	)
Noncurrent operating lease liability		(19,041	)		(146	)		(19,187	)
Deferred income taxes		(3,582	)		(473	)		(4,055	)
Net identifiable assets		58,660			(1,166	)		57,494
Goodwill		33,617			1,166			34,783
Total purchase price	$	92,277		$	-		$	92,277

Note N – Derivative Financial Instruments and Hedging Activities

We primarily utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative financial instruments include interest rate risk, foreign currency exchange risk and commodity price risk. While certain of our derivative financial instruments are designated as hedging instruments, we also enter into derivative financial instruments that are designed to hedge a risk, but are not designated as hedging instruments and therefore do not qualify for hedge accounting. These derivative financial instruments are adjusted to current fair value through earnings at the end of each period.

Interest Rate Risk Management – We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities along with both fixed-rate and variable-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.

Foreign Currency Exchange Rate Risk Management – We conduct business in several major international currencies and are, therefore, subject to risks associated with changing foreign currency exchange rates. We enter into various contracts that change in value as foreign currency exchange rates change to manage this exposure. Such contracts limit exposure to both favorable and unfavorable foreign currency exchange rate fluctuations. The translation of foreign currencies into U.S. dollars also subjects us to exposure related to fluctuating foreign currency exchange rates; however, derivative financial instruments are not used to manage this risk.

Commodity Price Risk Management – We are exposed to changes in the price of certain commodities, including steel, natural gas, copper, zinc, aluminum and other raw materials, and our utility requirements. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases and sales of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative financial instruments to manage the associated price risk.

We are exposed to counterparty credit risk on all of our derivative financial instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place with certain counterparties to limit our credit exposure. These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold. We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material.

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Refer to “Note O – Fair Value Measurements” for additional information regarding the accounting treatment for our derivative financial instruments, as well as how fair value is determined. The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in the consolidated balance sheet at November 30, 2025 and May 31, 2025:


	Fair Value of Assets					Fair Value of Liabilities
	Balance					Balance
	Sheet	November 30,		May 31,		Sheet	November 30,		May 31,
	Location	2025		2025		Location	2025		2025
Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	518	$	478	Accounts payable	$	991	$	51
Commodity contracts	Other assets		-		-	Other liabilities		-		35
Foreign currency exchange contracts	Receivables		178		483	Accounts payable		-		-
Subtotal		$	696	$	961		$	991	$	86

Derivatives not designated as hedging instruments:
Commodity contracts	Receivables	$	115	$	81	Accounts payable	$	-	$	15
Foreign currency exchange contracts	Receivables		-		-	Accounts payable		7,273		7,360
Subtotal			115		81			7,273		7,375

Total derivative financial instruments		$	811	$	1,042		$	8,264	$	7,461

The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis where allowed under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been an increase in receivables with a corresponding increase in accounts payable of $273 and $356 at November 30, 2025 and May 31, 2025, respectively.

Cash Flow Hedges

We enter into derivative financial instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions. These derivative financial instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on each of these derivative financial instruments is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings.

The following table summarizes the net notional positions of our cash flow hedges at November 30, 2025:

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The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into net earnings for derivative financial instruments designated as cash flow hedges for the periods presented:


				Location of	Gain (Loss)
	Gain (Loss)			Gain (Loss)	Reclassified
	Recognized			Reclassified from AOCI	from AOCI
	in OCI			into Net Earnings	into Net Earnings
For the three months ended November 30, 2025
Commodity contracts	$	(865	)	Cost of goods sold	$	(53	)
Foreign exchange contracts		11		Cost of goods sold		(3	)
Foreign exchange contracts		30		Interest expense, net		46
Interest rate contracts		-		Miscellaneous income (expense), net		52
Total	$	(824	)		$	42

For the three months ended November 30, 2024
Commodity contracts	$	(360	)	Cost of goods sold	$	(357	)
Interest rate contracts		-		Interest expense, net		51
Total	$	(360	)		$	(306	)

For the six months ended November 30, 2025
Commodity contracts	$	(787	)	Cost of goods sold	$	340
Foreign exchange contracts		96		Cost of goods sold		331
Foreign exchange contracts		203		Interest expense		63
Foreign exchange contracts		-		Miscellaneous income (expense), net		(24	)
Interest rate contracts		-		Interest expense		103
Total	$	(488	)		$	813

For the six months ended November 30, 2024
Commodity contracts	$	(758	)	Cost of goods sold	$	(742	)
Interest rate contracts		-		Interest expense		103
Total	$	(758	)		$	(639	)

The estimated amount of net losses recognized in AOCI at November 30, 2025, expected to be reclassified into net earnings within the succeeding 12 months is $82 (net of tax of $18). This amount was computed using the fair value of the cash flow hedges at November 30, 2025, and will change before actual reclassification from OCI to net earnings during the fiscal years ending May 31, 2026 and May 31, 2027.

Net Investment Hedges

At November 30, 2025, we designated our Euro-denominated debt held in the U.S. with an initial notional amount of €91,700 ($99,479) as a non-derivative net investment hedge of our foreign operations in Portugal. The full principal amount is considered fully effective. We did not reclassify any gains or losses related to the net investment hedge from AOCI into earnings during any of the fiscal years presented. The following table summarizes the foreign currency gain (loss) recognized in OCI for the non-derivative instruments designated as net investment hedges for the periods presented.


	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2025		2024		2025			2024
Net gain (loss) recognized in OCI	$	795	$	4,329	$	(2,305	)	$	2,494

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Economic (Non-designated) Hedges

The following table summarizes the net notional positions of our economic (non-designated) derivative financial instruments outstanding at November 30, 2025:

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments for the periods presented:


		Gain (Loss)
		Recognized in Earnings
		Three Months Ended
	Location of Gain (Loss)	November 30,
	Recognized in Earnings	2025		2024
Commodity contracts	Cost of goods sold	$	443	$	398
Foreign currency exchange contracts	Miscellaneous income, net		258		(489	)
Total		$	701	$	(91	)


		Gain (Loss)
		Recognized in Earnings
		Six Months Ended
	Location of Gain (Loss)	November 30,
	Recognized in Earnings	2025		2024
Commodity contracts	Cost of goods sold	$	397	$	371
Foreign currency exchange contracts	Miscellaneous income, net		932		558
Total		$	1,329	$	929

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Note O – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

•

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

•

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3 - Unobservable inputs for the asset or liability and that are significant to the fair value of the assets and liabilities (i.e., allowing for situations in which there is little or no market activity for the asset or liability at the measurement date).

Recurring Fair Value Measurements

At November 30, 2025, our assets and liabilities measured at fair value on a recurring basis were as follows:


	(Level 1)		(Level 2)		(Level 3)		Totals
Assets
Derivative financial instruments (1)	$	-	$	811	$	-	$	811
Investment in marketable securities (2)		3,770		-		-		3,770
Total assets	$	3,770	$	811	$	-	$	4,581

Liabilities
Derivative financial instruments (1)	$	-	$	8,264	$	-	$	8,264
Total liabilities	$	-	$	8,264	$	-	$	8,264

At May 31, 2025, our assets and liabilities measured at fair value on a recurring basis were as follows:


	(Level 1)		(Level 2)		(Level 3)		Totals
Assets
Derivative financial instruments (1)	$	-	$	1,042	$	-	$	1,042
Total assets	$	-	$	1,042	$	-	$	1,042

Liabilities
Derivative financial instruments (1)	$	-	$	7,461	$	-	$	7,461
Total liabilities	$	-	$	7,461	$	-	$	7,461

——————————————————

(1)

The fair value of our derivative financial instruments is based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note N – Derivative Financial Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.

(2)

In exchange for our interest in the divested assets of the composite business of the SES joint venture, we received common shares in both Hexagon Composites and Hexagon Purus, which are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheet. An unrealized loss of $1,243 was recognized within miscellaneous expense during the three and six months ended November 30, 2025, as a result of this fair value measurement.

Non-Recurring Fair Value Measurements

At November 30, 2025, there were no assets measured at fair value on a non-recurring basis on our consolidated balance sheet. See “Note R – Fair Value Measurements” in the 2025 Form 10-K for information regarding non-recurring fair value measurements as of May 31, 2025.

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The fair value of non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, accounts payable, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, income taxes payable and other liabilities approximate carrying value due to their short-term nature. The fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $279,267 and $263,547 at November 30, 2025 and May 31, 2025, respectively. The carrying amount of long-term debt was $305,255 and $302,868 at November 30, 2025 and May 31, 2025, respectively.

Note P – Subsequent Events

On December 16, 2025, we signed an agreement to acquire LSI, a leading designer and manufacturer of commercial metal roof clips, accessories and retrofit systems, for approximately $205,000, subject to customary post-closing adjustments and the potential payment of a tax equalization amount of up to $3,000. The transaction is expected to close in January 2026 subject to regulatory approval and other customary closing conditions. Upon closing of the transaction, LSI will operate and be reported as part of our Building Products operating segment.

On December 3, 2025, we acquired Hydrostat’s propane distribution and refurbishment assets. The purchase price was approximately $9,578, subject to customary post-closing adjustments. The assets acquired and future results of operations will be reported as part of our Building Products operating segment, starting in the third quarter of fiscal 2026.

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Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, all Note references contained in this MD&A refer to the Condensed Notes to Consolidated Financial Statements included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. All amounts are presented in millions except common share and per common share amounts.

Introduction

The following discussion and analysis of market and industry trends, business developments, and the results of our operations and financial position should be read in conjunction with our consolidated financial statements and notes thereto included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. The 2025 Form 10-K includes additional information about our business, operations and consolidated financial position and should be read in conjunction with this Form 10-Q. This MD&A is designed to provide a reader with material information relevant to an assessment of our financial condition and results of operations and to allow investors to view the Company from the perspective of management.

Business Overview

We are a market-leading designer and manufacturer of innovative products and services, including manufactured metal products, organized around attractive end markets under two separate and distinct reportable operating segments: Consumer Products and Building Products. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing innovative products and applications, and pursuing strategic investments and acquisitions.

Our Consumer Products business has a diverse product offering in the tools, outdoor living and celebrations categories, including propane-filled cylinders for torches and related accessories, handheld torches, specialized hand tools and instruments, drywall tools, propane-filled camping cylinders, helium-filled balloon kits, and accessories and gas griddles and pizza ovens sold primarily to mass merchandisers, retailers and distributors. Sales to one customer in Consumer Products accounted for 10.1% of our consolidated net sales in the second quarter of fiscal 2026.

Our Building Products business is a market-leading provider of pressurized containment solutions, providing critical components in essential end markets, such as heating, cooking, cooling and water, and, through our unconsolidated joint ventures, WAVE and ClarkDietrich, ceiling suspension systems and light gauge metal framing products. Our pressurized containment solutions include refrigerant and LPG cylinders, well water and expansion tanks, and other specialty products which are generally sold to gas producers and distributors. Refrigerant gas cylinders are used to hold refrigerant gases for commercial, residential, and automotive air conditioning and refrigeration systems. LPG cylinders hold fuel for residential and light commercial heating systems, barbeque grills and recreational vehicle equipment, industrial forklifts and commercial/residential cooking (the latter, generally outside North America). Well water tanks and expansion tanks are used primarily in the residential market with certain products also sold to commercial markets. Specialty products include a variety of fire suppression tanks, chemical tanks, and foam and adhesive tanks. With the acquisition of Elgen on June 18, 2025, we expanded our portfolio to include HVAC parts and components, further strengthening our position across the end markets we serve.

Activity outside of our two reportable operating segments is presented within Other and Unallocated Corporate, as described further below.

Other includes our share of the equity earnings of two of our unconsolidated joint ventures, SES and Workhorse and the related investments in these businesses.

Unallocated Corporate includes certain assets and liabilities (e.g., cash and cash equivalents and public debt) held at the corporate level as well as general corporate expenses that are not directly attributable to our business operations and are administrative in nature, such as public company and other governance-related costs that benefit the organization as a whole, have not been allocated to our operating segments and are held at the corporate level.

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Acquisitions and Divestitures

Fiscal 2026

On October 16, 2025, we divested our 49% interest in the composite business of our SES joint venture. In exchange for our divested interest in the composite business, we received common shares in both Hexagon Composites and Hexagon Purus. The transaction aligns the core remaining capabilities of the SES joint venture – primarily Type 1 low-pressure, steel cylinder and storage infrastructure applications – with our long-term strategic priorities. Refer to “Note B – Investments in Unconsolidated Affiliates” and “Note O – Fair Value Measurements” for additional information.

On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components. The purchase price was approximately $91.2 million, net of cash acquired. Elgen began operating as part of Building Products in the first quarter of fiscal 2026. Refer to “Note M – Acquisitions” for additional information.

Fiscal 2025

On June 3, 2024, we completed the acquisition of Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The purchase price consisted of cash consideration of $108.6 million, including an earnout that was settled in March 2025. Ragasco began operating as part of Building Products in the first quarter of fiscal 2025.

Demand Trends

General Economic Conditions

Demand for our products is closely tied to broader macroeconomic conditions and overall consumer and business sentiment. Shifts in inflation, interest rates, disposable income, and construction activity directly influence purchase behavior, capital investment, and distributor inventory management.

During the second quarter of fiscal 2026, we continued to operate in a softer macroeconomic environment characterized by mixed consumer sentiment and subdued commercial construction activity. Moderate inflationary pressures and tariff uncertainty continue to guide monetary policy with the Federal Reserve maintaining its measured easing cycle, lowering the federal funds target range to 3.50% – 3.75% at its December 2025 meeting for the third consecutive quarter. Despite the Federal Reserve’s policy rate reductions, mortgage rates remained historically high. The 30-year fixed rate was 6.23% as of November 30, 2025, creating a pronounced lock-in effect in housing markets, limiting existing home sales and pushing turnover to multi-decade lows. In Building Products, high financing costs constrained new residential construction. Commercial and industrial channels also softened as slower manufacturing output and more conservative capital spending weighed on project pipelines.

This macroeconomic environment is expected to continue weighing on the consumer in the form of reduced discretionary spending and cautious buying patterns, which is anticipated to continue hindering point-of-sale activity. We expect demand to remain uneven as market participants await clearer signals on inflation, interest rates, and broader economic momentum.

Inventory Demand Cycles

Demand for our products is influenced by the inventory management strategies of our retail and distribution partners. Periods of customer destocking, when our customers reduce their own inventories, can lead to lower order volumes, even when consumer sell-through remains steady. Conversely, customers’ restocking can temporarily elevate shipments above underlying end-user demand. As a result, shifts in customers’ inventory levels can meaningfully impact our reported revenue and margin performance, particularly in Consumer Products, where a large volume of products flow through big box retailers.

Throughout the first six months of fiscal 2026, inventory levels at most key retailer and distributor customers remained aligned with end-consumer demand, and replenishment activity generally mirrored point-of-sale trends, with no material build-up in our distribution or retail channels. Customers maintained a cautious approach in managing tariff-related cost pressures, continuing to trim orders for lower-volume items.

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End Market Trends

We offer a wide range of products and services to a diverse, primarily domestic, customer base across several end markets, including U.S. residential and non-residential construction, repair/remodel, which collectively drive overall demand for Building Products. These end markets also drive demand for many of our consumer products sold in the tools and outdoor living categories. Demand for our remaining consumer products, including helium-filled balloon kits sold into the celebrations category, is generally driven by the general health of the consumer, including the macroeconomic and geopolitical conditions discussed above. We actively monitor the following publicly available economic data and selected key indicators for our major end markets.


Key Indicator		Description
U.S. Residential Construction Spend		Represents total expenditures on residential construction projects, including new builds, renovations, and improvements.
U.S. Non-residential Construction Spend		Measures total spending on commercial, institutional, and industrial construction projects across the country.
Existing Home Sales		Reports the number of previously owned homes sold in a given period, reflecting demand in the housing market.
Authorized Housing Permits		Indicates the number of building permits issued for new housing construction, serving as a leading indicator for future housing starts.
U.S. Private Housing Starts		Measures the number of new residential construction projects that have begun, signaling housing market activity.
HMI		Measures homebuilder sentiment on current and future single-family home sales and buyer traffic.
ABI		A leading economic indicator for non-residential construction, based on monthly billings reported by architecture firms.
DMI		Tracks the value of non-residential building projects in planning stages, serving as a leading indicator for future construction activity.
LIRA		Projects short-term trends in U.S. home improvement and repair spending, serving as a forward-looking gauge of residential remodeling activity.

During the second quarter of fiscal 2026, conditions across our key end markets were mixed. U.S. residential construction spending remained soft, approximately 5% below prior year levels, while non-residential construction was stable with limited month-to-month momentum. Housing activity showed selective stabilization as existing home sales improved in November 2025, but authorized housing permits and private housing starts declined, indicating a weaker forward pipeline. Builder sentiment remained deeply negative, with the November 2025 HMI at 38, marking the 19th consecutive month below the 50 threshold, and 41% of builders reported cutting prices, the highest level in the post-COVID period. The non-residential outlook was mixed, as the ABI declined to 45.3 in November 2025 from 47.6 in October 2025, remaining below the 49.6 reported in November 2024 and indicating persistent contraction in design billings despite month-to-month variability. The DMI decreased to 276.8 in November 2025, down from 301.4 in August 2025, yet still elevated compared to 191.5 in November 2024, signaling strong yet potentially peaking planning activity. The LIRA continues to project approximately 1.2% growth in homeowner improvement spending through June 2026. Collectively, these indicators point to uneven demand across our key end markets and we expect this trend to continue as we progress through fiscal 2026. Against this backdrop, we are prioritizing disciplined execution, portfolio diversification, and operational efficiency initiatives to mitigate near-term macroeconomic pressures while positioning the business for long-term success and value creation.

Factors Affecting Operating Costs

Raw Materials

Our largest raw material expenditures include cold-rolled and hot-rolled steel, aluminum, propane, propylene, and other industrial gases. Fluctuations in the prices of these inputs have a direct impact on our cost of goods sold and overall financial performance. Our primary raw material and energy inputs are subject to significant price volatility driven by global supply-demand imbalances, tariffs, and other external factors. We manage this risk through a combination of supply contracts, forward purchasing, and selective hedging strategies designed to reduce near-term cost swings and support margin stability.

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Steel: Steel is our most significant direct material cost across both Consumer Products and Building Products. During the second quarter of fiscal 2026, hot-rolled steel prices increased from late-summer lows, rising from $834 per ton in August 2025 to $855 per ton in November 2025, driven by firmer order activity and mill-announced price increases. Even with this sequential increase, pricing remains meaningfully below the April 2025 peak of $945 per ton. Cold-rolled steel pricing was more stable, edging down from $1,050 per ton in August 2025 to $1,040 per ton in November 2025, reflecting steady demand in key end markets. Our balanced sourcing strategy, combining firm-price contracts for select inputs with index-based agreements for others, enabled us to effectively manage these pricing trends and support margin stability.

Aluminum: During the second quarter of fiscal 2026, aluminum costs increased to record levels, reflecting both tighter market supply and a June 2025 increase in U.S Section 232 tariffs to 50%, which drove U.S Midwest aluminum premiums to elevated levels. These changes impacted components such as fuel cylinder valves and other aluminum-intensive assemblies. Where possible, we mitigated these increases through forward purchasing and supplier negotiations, but tariff-related cost pressure on aluminum is expected to persist through the remainder of fiscal 2026.

Propane, propylene, and other gases: Propane and propylene costs were generally favorable through the first six months of fiscal 2026, with market prices trending below the prior year period. This trend was driven by strong overall supply levels and softer end-market demand. A portion of our propane and propylene requirements are secured under fixed-price supply agreements, which limited our exposure to spot fluctuations. Costs for helium and other industrial gases declined from the prior year quarter, providing a margin benefit in select consumer-facing product lines, particularly within Consumer Products.

We continue to actively monitor commodity markets and maintain a diversified sourcing strategy to ensure continuity of supply and cost discipline. Our approach to material procurement supports margin stability and helps mitigate the impact of input price volatility on our results.

Seasonality

Historically, net sales tend to be stronger in our fiscal third and fourth quarters for Consumer Products when our facilities perform at seasonal peaks, matching consumer demand. Sales in Building Products are generally stronger in the first and fourth quarters of our fiscal year due to weather conditions, customer business cycles, and the timing of renovation and new construction projects.

Results of Operations

The following discussion provides an overview of results for the three months and six months ended November 30, 2025 and 2024.


	Three Months Ended							Six Months Ended
	November 30,							November 30,
	2025		2024		Change			2025		2024			Change
GAAP Financial Measures
Net sales	$	327.5	$	274.0	$	53.5		$	631.2	$	531.4		$	99.8
Operating income (loss)		12.3		3.5		8.8			21.5		(1.2	)		22.7
Earnings before income taxes		35.8		37.1		(1.3	)		81.5		67.9			13.6
Net earnings		27.0		28.0		(1.0	)		61.9		52.0			9.9
Equity income		29.1		34.6		(5.5	)		65.8		70.0			(4.2	)
EPS - diluted	$	0.55	$	0.56	$	(0.01	)	$	1.25	$	1.04		$	0.21

Non-GAAP Financial Measures (1)
Adjusted operating income	$	13.9	$	6.1	$	7.8		$	25.6	$	2.6		$	23.0
Adjusted EBITDA		60.5		56.2		4.3			125.5		104.6			20.9

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(1)

Reconciliations for each of these non-GAAP financial measures to their most comparable GAAP financial measure are provided in the “Use of Non-GAAP Financial Measures and Definitions” section.

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Net Sales

The following table provides a breakdown of our consolidated net sales by operating segment for the periods indicated:


	Three Months Ended									Six Months Ended
	November 30,				Change					November 30,				Change
	2025		2024		$		%			2025		2024		$		%
Consumer Products	$	119.9	$	116.7	$	3.2		2.7	%	$	238.9	$	234.3	$	4.6		2.0	%
Building Products		207.5		157.3		50.2		31.9	%		392.3		297.0		95.3		32.1	%
Consolidated	$	327.4	$	274.0	$	53.4		19.5	%	$	631.2	$	531.3	$	99.9		18.8	%

Quarterly Comparison

•

Consumer Products – Net sales totaled $119.9 million in the current year quarter, up $3.2 million, or 2.7% over the prior year quarter, as favorable product mix helped to offset modestly lower volume across most of the portfolio.

•

Building Products – Net sales totaled $207.5 million in the current year quarter, up $50.2 million, or 31.9%, over the prior year quarter, driven by higher overall volume and the addition of Elgen.

Year-to-Date Comparison

•

Consumer Products – Net sales totaled $238.9 million in the current year period, an increase of $4.6 million, or 2.0%, over the prior year period as higher average selling prices more than offset the impact of lower volume.

•

Building Products – Net sales totaled $392.3 million in the current year period, up $95.3 million, or 32.1%, over the prior year period, driven by higher overall volume, and the addition of Elgen.

Gross Profit


	Three Months Ended											Six Months Ended
	November 30,						Change					November 30,						Change
	2025			2024			$		%			2025			2024			$		%
Gross profit	$	84.6		$	74.1		$	10.5		14.2	%	$	166.9		$	136.6		$	30.3		22.2	%
Gross margin		25.8	%		27.0	%							26.4	%		25.7	%

Quarterly Comparison

Gross profit for the current year quarter increased $10.5 million, or 14.2%, over the prior year quarter to $84.6 million, driven by the impact of higher overall volume in the wholly owned businesses of Building Products. These improvements were partially offset by a $2.5 million decline in Consumer Products, driven by higher conversion costs and slightly lower volume. While gross profit was up over the prior year quarter, gross margin declined 120 basis points as mix shifted toward lower-margin value streams and unfavorable conversion costs more than offset higher overall volume.

Year-to-Date Comparison

Gross profit was $166.9 million for the current year period, an increase of $30.3 million, or 22.2% over the prior year period on higher volume in Building Products and contributions from Elgen, partially offset by slightly lower contributions from Consumer Products, down $3.1 million, driven by higher conversion costs and lower overall volume.

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SG&A


	Three Months Ended											Six Months Ended
	November 30,						Change					November 30,						Change
	2025			2024			$		%			2025			2024			$		%
SG&A	$	70.7		$	67.9		$	2.8		4.1	%	$	141.3		$	134.0		$	7.3		5.4	%
Net Sales %		21.6	%		24.8	%							22.4	%		25.2	%

Quarterly Comparison

SG&A increased $2.8 million, or 4.1%, from the prior year quarter, primarily due to the addition of Elgen, partially offset by lower bad debt expense due to a customer bankruptcy in the prior year quarter.

Year-to-Date Comparison

SG&A increased $7.3 million, or 5.4%, from the prior year period, primarily due to the addition of Elgen, partially offset by lower bad debt expense due to a customer bankruptcy in the prior year period.

Restructuring and Other Expense, Net


	Three Months Ended								Six Months Ended
	November 30,				Change				November 30,				Change
	2025		2024		$			%	2025		2024		$		%
Restructuring and other expense, net	$	1.6	$	2.6	$	(1.0	)	N.M.	$	4.1	$	3.8	$	0.3	N.M.

Restructuring and other expense, net in the current year quarter and current year period consisted primarily of transaction costs related to acquisitions and divestitures, as well as employee severance. Restructuring activity in the prior year quarter and prior year period was driven by the accelerated vesting of certain outstanding equity awards upon the retirement of our former CEO.

Miscellaneous Income (Expense), Net


	Three Months Ended									Six Months Ended
	November 30,					Change				November 30,					Change
	2025			2024		$			%	2025			2024		$			%
Miscellaneous income (expense), net	$	(4.1	)	$	0.1	$	(4.2	)	N.M.	$	(4.3	)	$	0.6	$	(4.9	)	N.M.

Miscellaneous expense in both the three and six month periods ended November 30, 2025, was driven by the divestiture of our 49% interest in the composite business of our SES joint venture on October 16, 2025, and the related mark-to-market loss on the marketable securities received in exchange for our interest in the divested assets.

Equity Income


	Three Months Ended											Six Months Ended
	November 30,					Change						November 30,						Change
	2025			2024		$			%			2025			2024			$			%
WAVE (1)	$	26.3		$	24.6	$	1.7			6.9	%	$	58.7		$	52.5		$	6.2			11.8	%
ClarkDietrich (1)		4.1			9.7		(5.6	)		(57.7	%)		10.1			18.5			(8.4	)		(45.4	%)
Other (2)		(1.3	)		0.3		(1.6	)		(533.3	%)		(3.0	)		(0.9	)		(2.1	)		233.3	%
Equity income	$	29.1		$	34.6	$	(5.5	)		(15.9	%)	$	65.8		$	70.1		$	(4.3	)		(6.1	%)

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(1)

Equity income contributed by WAVE and ClarkDietrich is reported within our Building Products segment.

(2)

Includes our share of the equity earnings of the Workhorse and the SES joint venture.

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Quarterly Comparison

Equity income decreased $5.5 million from the prior year quarter to $29.1 million, on lower contributions from ClarkDietrich, which were down $5.6 million, driven by the impact of weak non-residential construction activity and pricing pressure, partially offset by higher contributions from WAVE, up $1.7 million.

Year-to-Date Comparison

Equity income was down $4.3 million from the prior year period, driven by lower contributions from ClarkDietrich, as continued pricing pressure and an unfavorable shift in project mix led to lower gross profit.

Income Tax Expense


	Three Months Ended												Six Months Ended
	November 30,						Change						November 30,						Change
	2025			2024			$			%			2025			2024			$		%
Income tax expense	$	8.8		$	9.1		$	(0.3	)		(3.3	%)	$	19.6		$	15.9		$	3.7		23.3	%
Estimated Annual ETR		24.1	%		24.1	%								24.1	%		24.1	%

Quarterly Comparison

Income tax expense was $8.8 million in the current year quarter compared to $9.1 million in the prior year quarter. The decrease was primarily driven by lower pre-tax earnings.

Year-to-Date Comparison

Income tax expense was $19.6 million in the current year period compared to $15.9 million in the prior year period. The increase was primarily driven by higher pre-tax earnings.

Adjusted EBITDA

The following table provides a summary of adjusted EBITDA, a non-GAAP financial measure, by reportable operating segment and on a consolidated basis, along with the respective percentage of net sales for each reportable operating segment and on a consolidated basis. See the “Use of Non-GAAP Financial Measures and Definitions” section preceding Part I, Item 1 of this Form 10-Q for additional information regarding our use of non-GAAP financial measures. A reconciliation from earnings before income taxes to adjusted EBITDA is provided in “Note L – Segment Operations.”


	Three Months Ended
	November 30,												Change
				% of						% of
	2025			Net Sales			2024			Net Sales			$			%
Consumer Products	$	15.3			12.8	%	$	15.5			13.3	%	$	(0.2	)		(1.3	%)
Building Products		53.0			25.5	%		47.2			30.0	%		5.8			12.3	%
Total reportable operating segments		68.3			20.9	%		62.7			22.9	%		5.6			8.9	%
Other		(1.3	)	N.M.				0.3		N.M.				(1.6	)	N.M.
Unallocated Corporate		(6.5	)		(2.0	%)		(6.7	)		(2.4	%)		0.2			(3.0	%)
Consolidated	$	60.5			18.5	%	$	56.3			20.5	%	$	4.2			7.5	%


	Six Months Ended
	November 30,												Change
				% of						% of
	2025			Net Sales			2024			Net Sales			$			%
Consumer Products	$	31.4			13.1	%	$	33.3			14.2	%	$	(1.9	)		(5.7	%)
Building Products		110.8			28.2	%		86.9			29.3	%		23.9			27.5	%
Total reportable operating segments		142.2			22.5	%		120.2			22.6	%		22.0			18.3	%
Other		(3.0	)	N.M.				(0.9	)	N.M.				(2.1	)	N.M.
Unallocated Corporate		(13.7	)		(2.2	%)		(14.6	)		(2.7	%)		0.9			(6.2	%)
Consolidated	$	125.5			19.9	%	$	104.7			19.7	%	$	20.8			19.9	%

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Quarterly Comparison

Consumer Products – Adjusted EBITDA was relatively flat at $15.3 million, as the impact of favorable product mix was offset by higher conversion costs and slightly lower volume.

Building Products – Adjusted EBITDA was $53.0 million, an increase of $5.8 million, or 12.3% compared to the prior year quarter, primarily due to volume growth in the wholly owned businesses, partially offset by lower overall contributions of equity income, driven by a $5.6 million decline at ClarkDietrich.

Other – Adjusted EBITDA decreased $1.6 million compared to the prior year quarter, driven by lower equity earnings from the Sustainable Energy Solutions joint venture.

Unallocated Corporate – Unallocated SG&A decreased $0.2 million, or 3.0%, from the prior year quarter, primarily driven by an increase in costs recovered through the Transition Services Agreement with Worthington Steel and lower corporate overhead expenses.

Year-to-Date Comparison

Consumer Products – Adjusted EBITDA decreased $1.9 million from the prior year period, as the combined impact of lower volume, higher conversion costs, and unfavorable product mix more than offset the impact of higher average selling prices.

Building Products – Adjusted EBITDA was $110.8 million in the current year period, an increase of $23.9 million over the prior year period, primarily due to volume growth in the wholly owned businesses. The current year period was negatively impacted by $2.2 million of nonrecurring items related to the Elgen acquisition, reflecting a purchase accounting step up in inventory to fair value.

Other – Adjusted EBITDA decreased $2.1 million compared to the prior year period, driven by lower contributions of equity earnings from the SES joint venture and Workhorse.

Unallocated Corporate – Unallocated SG&A decreased $0.9 million, or 6.2%, from the prior year period, primarily driven by lower profit sharing and bonus accruals, as well as an increase in costs recovered through the Transition Services Agreement with Worthington Steel.

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Liquidity and Capital Resources

During the six months ended November 30, 2025, we generated $92.6 million of cash from operating activities, invested $25.6 million in property, plant and equipment, and spent approximately $92.0 million to acquire 100% of the outstanding equity interests in Elgen. Additionally, we paid $20.0 million to repurchase 350,000 common shares and paid dividends of $18.2 million on the common shares during the six months ended November 30, 2025.

The following table summarizes our consolidated cash flows for the periods presented:


	Six Months Ended
	November 30,
	2025			2024
Net cash provided by operating activities	$	92.6		$	90.2
Net cash used by investing activities		(117.9	)		(101.6	)
Net cash used by financing activities		(44.5	)		(39.0	)
Decrease in cash and cash equivalents		(69.8	)		(50.4	)
Cash and cash equivalents at beginning of period		250.1			244.2
Cash and cash equivalents at end of period	$	180.3		$	193.8

We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital, to the extent not funded by cash provided by operating activities, for at least 12 months and for the foreseeable future thereafter. These resources include cash and cash equivalents and unused committed lines of credit under our Credit Facility, which had a total of $500.0 million of borrowing capacity available to be drawn as of November 30, 2025. On December 16, 2025, we signed an agreement to acquire LSI with the transaction expected to close in January 2026. The transaction is expected to be funded primarily with cash on hand, supplemented by modest borrowings under the Credit Facility.

Although we do not currently anticipate a need, we believe that we could access the financial markets to sell long-term debt or equity securities. However, the continuation of uncertain economic conditions, including those caused by a high interest rate environment, could create volatility in the financial markets, which may impact our ability to access capital and the terms under which we can do so.

We routinely monitor current operational requirements, financial market conditions, and credit relationships and we may choose to seek additional capital by issuing new debt and/or equity securities to strengthen our liquidity or capital structure. Should we seek additional capital, there can be no assurance that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing shareholders and/or increase our interest costs. We may also from time to time seek to retire or repurchase our outstanding debt through cash purchases, in open-market purchases, privately-negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transaction may or may not be material.

Operating Activities

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We rely on cash and short-term borrowings to meet cyclical increases in working capital needs. These needs generally arise during periods of increased economic activity or increasing raw material prices, requiring higher levels of inventory and accounts receivable. During economic slowdowns or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.

Net cash provided by operating activities was $92.6 million during the six months ended November 30, 2025, up $2.4 million over the prior year period as higher net earnings in the current year quarter was partially offset by an increase in operating working capital requirements (accounts receivable, inventory, and accounts payable) and a $7.1 million decrease in distributions received from unconsolidated affiliates.

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Investing Activities

Net cash used by investing activities was $117.9 million during the six months ended November 30, 2025 compared to $101.6 million from the prior year period. Net cash used by investing activities during the six months ended November 30, 2025 was driven primarily by cash paid to acquire the outstanding equity interests in Elgen and capital expenditures, including $14.4 million related to ongoing facility modernization projects.

Investment activities are largely discretionary and future investment activities could be reduced significantly, or eliminated, as economic conditions warrant. We assess acquisition opportunities as they arise, and any such opportunities may require additional financing. However, there can be no assurance that any such opportunities will arise, that any such acquisition opportunities will be consummated, or that any additional financing will be available on satisfactory terms if required.

Financing Activities

Net cash used by financing activities was $44.5 million during the six months ended November 30, 2025, compared to $39.0 million in the prior year period. During the six months ended November 30, 2025, we paid $20.0 million to repurchase 350,000 common shares and paid dividends of $18.2 million on the common shares.

Common shares – On December 16, 2025, the Board declared a quarterly dividend of $0.19 per common share payable on March 27, 2026, to shareholders of record at the close of business on March 13, 2026.

On March 24, 2021, the Board authorized the repurchase of up to 5,618,464 common shares. As of November 30, 2025, 5,015,000 common shares remained available for repurchase under this authorization. The common shares may be repurchased under these authorizations from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions.

Long-term debt and short-term borrowings – As of November 30, 2025, we were in compliance with the financial covenants of our short-term and long-term debt agreements. Our debt agreements do not include credit rating triggers or material adverse change provisions. There were no outstanding borrowings drawn against the Credit Facility at November 30, 2025, leaving the full borrowing capacity of $500.0 million available for future use.

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Dividend Policy

We currently have no material contractual or regulatory restrictions on the payment of dividends. Dividends are declared at the discretion of the Board. The Board reviews the dividend quarterly and establishes the dividend rate based upon our consolidated financial condition, results of operations, capital requirements, current and projected cash flows, business prospects, and other relevant factors. While we have paid a dividend every quarter since becoming a public company in 1968, there is no guarantee that payments of dividends will continue in the future.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements and related disclosure, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to use judgment and make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We continually evaluate our estimates, including those related to our valuation of receivables, inventories, intangible assets, accrued liabilities, income and other tax accruals, contingencies and litigation, and business combinations. We base our estimates on historical experience, current trends and other factors that we believe to be relevant and reasonable under the circumstances at the time the estimate was made. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Critical accounting estimates are defined as those that reflect our significant judgments and uncertainties that could potentially result in materially different results under different assumptions and conditions. Although actual results historically have not deviated significantly from those determined using our estimates, our consolidated financial position or results of operations could be materially different if we were to report under different conditions or to use different assumptions in the application of accounting policies. We believe that our estimates, assumptions, and judgments are reasonable in that they were based on information available when the estimates, assumptions and judgments were made. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from those implied by our assumptions and estimates. Our critical accounting estimates have not significantly changed from those discussed in “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” of the 2025 Form 10-K.

Item 3. – Quantitative and Qualitative Disclosures About Market Risk

Market risks have not materially changed from those disclosed in “Part II – Item 7A. – Quantitative and Qualitative Disclosures About Market Risk” of the 2025 Form 10-K.

Item 4. – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that Worthington Enterprises files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including Worthington Enterprises’ principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, under the supervision of and with the participation of Worthington Enterprises’ principal executive officer and principal financial officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on that evaluation, Worthington Enterprises’ principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were designed at the reasonable assurance level and were effective at a reasonable assurance level as of the end of the quarterly period covered by this Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes that occurred during the period covered by this Form 10-Q in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. – Legal Proceedings

We are involved in various judicial and administrative proceedings, as both plaintiff and defendant, arising in the ordinary course of business. We do not believe that any such proceedings, individually and in the aggregate, will have a material adverse effect on our business, financial position, results of operation or cash flows.

Item 1A. – Risk Factors

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. In “PART I – Item 1A. – Risk Factors” of the 2025 Form 10-K, we included a detailed discussion of our risk factors. Our risk factors have not changed significantly from those disclosed in the 2025 Form 10-K. Those risk factors should be read carefully in connection with evaluating our business and investments in the common shares and in connection with the forward-looking statements and other information contained in this Form 10-Q. Any of the risks described in the 2025 Form 10-K could materially affect our business, consolidated financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. The risk factors described in the 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, consolidated financial condition and/or future results.

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

There were no equity securities of Worthington Enterprises sold by Worthington Enterprises during the six months ended November 30, 2025 that were not registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

Common shares withheld to cover tax withholding obligations in connection with the vesting of restricted common shares are treated as common share purchases for purposes of the following table. However, those withheld common shares are not considered common share repurchases under an authorized common share repurchase plan or program. The total number of common shares purchased, as indicated in the table below, include (1) common shares withheld from our employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted common shares and (2) common shares repurchased as part of publicly announced plans or programs.


							Maximum Number of
					Total Number of Common		Common Shares that
	Total Number of		Average Price		Shares Purchased as Part		May Yet Be
	Common Shares		Paid per		of Publicly Announced		Purchased Under the
Period	Purchased		Common Share		Plans or Programs		Plans or Programs (1)
September 1-30, 2025		166,139	$	56.21		130,000		5,135,000
October 1-31, 2025		120,409		54.88		120,000		5,015,000
November 1-30, 2025		30		54.95		-		5,015,000
Total		286,578	$	55.65		250,000

——————————————————

(1)

The number shown represents, as of the end of each period, the maximum number of common shares that could be purchased under the publicly announced repurchase authorizations then in effect. On March 24, 2021, the Board authorized the repurchase of up to 5,618,464 common shares. A total of 4,985,000 common shares have been repurchased since the latest authorization, leaving 5,015,000 common shares available for repurchase at November 30, 2025, and such authorization is not subject to a fixed expiration date. The common shares available for repurchase under the authorization currently in effect may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately-negotiated transactions.

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Item 3. – Defaults Upon Senior Securities

Not applicable.

Item 4. – Mine Safety Disclosures

Not applicable.

Item 5. – Other Information

During the quarter ended November 30, 2025, no director or officer (as defined under Rule 16a-1 of the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. – Exhibits


		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	Exhibit	Filing Date
3.1	Amended Articles of Incorporation of Worthington Enterprises, Inc. [This document represents the articles of incorporation of Worthington Enterprises, Inc. in compiled form incorporating all amendments.]	10-Q	3.1	1/09/2024

3.2	Code of Regulations of Worthington Enterprises, Inc. [This document represents the code of regulations of Worthington Enterprises, Inc. in compiled form incorporating all amendments.]	10-Q	3(b)	10/16/2000

10.1	Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors†	8-K	10.1	9/26/2025

31.1	Rule 13a - 14(a)/15d - 14(a) Certifications (Principal Executive Officer)*

31.2	Rule 13a - 14(a)/15d - 14(a) Certifications (Principal Financial Officer)*

32.1	Section 1350 Certification of Principal Executive Officer**

32.2	Section 1350 Certification of Principal Financial Officer**

101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at November 30, 2025 and May 31, 2025; (ii) Consolidated Statements of Earnings for the six months ended November 30, 2025 and November 30, 2024; (iii) Consolidated Statements of Comprehensive Income for the six months ended November 30, 2025 and November 30, 2024; (iv) Consolidated Statements of Cash Flows for the six months ended November 30, 2025 and November 30, 2024 and (v) Condensed Notes to Consolidated Financial Statements.*

104	The cover page from this Quarterly Report on Form 10-Q for the quarter ended November 30, 2025, formatted in Inline XBRL and included in Exhibit 101.*

——————————————————

* Filed herewith.

** Furnished herewith.

† Indicates a management contract or compensatory plan or arrangement.

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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.


		WORTHINGTON ENTERPRISES, INC.

Date: January 9, 2026	By:	/s/ Colin J. Souza
		Colin J. Souza,
		Vice President and Chief Financial Officer
		(On behalf of the registrant as Duly Authorized Officer and as Principal Financial Officer)

EX-31.1

Exhibit 31.1

RULE 13a-14(a) / 15d-14(a)

CERTIFICATIONS (PRINCIPAL EXECUTIVE OFFICER)

CERTIFICATIONS

I, Joseph B. Hayek, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2025 of Worthington Enterprises, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 9, 2026	By:	/s/ Joseph B. Hayek
		Joseph B. Hayek,
		Chief Executive Officer and President

EX-31.2

Exhibit 31.2

RULE 13a-14(a) / 15d-14(a)

CERTIFICATIONS (PRINCIPAL FINANCIAL OFFICER)

CERTIFICATIONS

I, Colin J. Souza, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2025 of Worthington Enterprises, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 9, 2026	By:	/s/ Colin J. Souza
		Colin J. Souza,
		Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report of Worthington Enterprises, Inc. (the “Company”) on Form 10-Q for the quarterly period ended November 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph B. Hayek, Chief Executive Officer and President of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries.


Date: January 9, 2026			/s/ Joseph B. Hayek
			Printed Name: Joseph B. Hayek
			Title: Chief Executive Officer and President

*These certifications are being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. These certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Worthington Enterprises, Inc. specifically incorporates these certifications by reference.

EX-32.2

Exhibit 32.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report of Worthington Enterprises, Inc. (the “Company”) on Form 10-Q for the quarterly period ended November 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Colin J. Souza, Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries.


Date: January 9, 2026			/s/ Colin J. Souza
			Printed Name: Colin J. Souza
			Title: Vice President and Chief Financial Officer