Management’s Discussion and Analysis of Financial Condition and Results of Operations
New Senior Notes
Collectively, the New Series A Senior Note and the New Series B Senior Notes
New Series A Senior Note
The senior unsecured note issued by Worthington Enterprises on August 23, 2019, in the principal amount of €36,700,000 that bears interest at a rate of 2.06% and are scheduled to be repaid on August 23, 2031.
New Series B Senior Notes
The senior unsecured notes issued by Worthington Enterprises on August 23, 2019, in the principal amount of €55,000,000 that bears interest at a rate of 2.40% and are scheduled to be repaid on August 23, 2034.
NOL
Net operating loss
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Term
Definition
NYSE
New York Stock Exchange
OCI
Other comprehensive income (loss)
Original Senior Notes
Collectively, the Original Series A Senior Note and the Original Series B Senior Notes
Original Series A Senior Note
The senior unsecured note issued by one of our European subsidiaries on August 23, 2019, in the principal amount of €36,700,000, which had an interest rate of 1.56% and was set to mature on August 23, 2031.
Original Series B Senior Notes
The senior unsecured notes issued by one of our European subsidiaries on August 23, 2019, in the principal amount of €55,000,000, which had an interest rate of 1.90% and was set to mature on August 23, 2034.
OSHA
U.S. Occupational Safety and Health Administration
PSLRA
Private Securities Litigation Reform Act of 1995, as amended
Record Date
Close of business on November 21, 2023
Ragasco
Ragasco AS
ROU
Right of use
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
Separation
The separation of our steel processing business, effective December 1, 2023
Selling, general and administrative expenses
Simple SOFR
Simple Secured Overnight Financing Rate
United States of America
Voestalpine
Voestalpine Automotive Components Nagold GmbH & Co. KG
WAVE
Worthington Armstrong Venture
Workhorse
Taxi Workhorse Holdings, LLC
Worthington Steel
Worthington Steel, Inc.
Worthington Enterprises
Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.)
Worthington Steel Credit Facility
Worthington Steel’s $550,000,000 senior secured revolving credit facility with a group of lenders
2025 Annual Meeting
The Annual Meeting of Shareholders of Worthington Enterprises to be held on September 23, 2025
2025 Proxy Statement
The definitive Proxy Statement of Worthington Enterprises relating to the 2025 Annual Meeting
2024 Notes
The senior unsecured notes that we issued on August 10, 2012, in the principal amount of $150,000,000, which bore interest at a rate of 4.60%, were set to mature on August 10, 2024, and were paid in full on December 6, 2023.
2026 Notes
The senior unsecured notes that we issued on April 15, 2014, in the principal amount of $250,000,000, which bore interest at a rate of 4.55%, were scheduled to mature on April 15, 2026, and were paid in full on July 28, 2023.
2032 Notes
The senior unsecured notes that were issued on July 28, 2017, in the principal amount of $200,000,000, which bear an interest rate of 4.30% and are scheduled to mature on July 28, 2032.
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C AUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Selected statements contained in this Form 10-K, including, without limitation, in MD&A and in “Note F – 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 lingering effects of 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;
cyber security 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 this 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-K 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-K:
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 from continuing operations is defined as net earnings from continuing operations attributable to controlling interest (“net earnings from continuing operations”) excluding the after-tax effect of the excluded items outlined below.
Adjusted earnings per diluted share from continuing operations (“Adjusted EPS from continuing operations - diluted”) is defined as adjusted net earnings from continuing operations divided by diluted weighted-average shares outstanding.
Adjusted EBITDA from continuing operations is the measure by which we evaluate segment performance and our overall profitability. EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA from continuing operations 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 our ongoing operations. Adjusted EBITDA from continuing operations 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 from continuing operations 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 from continuing operations margin is calculated by dividing adjusted EBITDA from continuing operations 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 from continuing operations to the non-GAAP financial measure adjusted EBITDA from continuing operations.
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 consists of established programs that are intended to fundamentally change our operations, and as such are excluded from our 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.
Separation costs , which consist of direct and incremental costs incurred in connection with the completed Separation are excluded as they are one-time in nature and are not expected to occur in periods following the Separation. These costs include fees paid to third-party advisors, such as investment banking, audit and other advisory services as well as direct and incremental costs associated with the Separation of shared corporate functions. Results in fiscal 2024 also include incremental compensation expense associated with the modification of unvested short and long-term incentive compensation awards, as required under the employee matters agreement executed in conjunction with the Separation.
Non-cash charges in miscellaneous expense are excluded due to their non-cash nature and the fact that they do not occur in the normal course of business and may obscure analysis of trends and financial performance.
Loss on extinguishment of debt is excluded because it does not occur in the normal course of business and may obscure analysis of trends and financial performance. Additionally, the amount and frequency of this type of charge is not consistent and is significantly impacted by the timing and size of debt extinguishment transactions.
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Corporate costs eliminated at Separation reflect certain corporate overhead costs that no longer exist post-Separation. These costs were included in continuing operations as they represent general corporate overhead that was historically allocated to our former steel processing business but did not meet the requirements to be presented as discontinued operations.
Pension settlement charges are excluded due to their non-cash nature and the fact that they do not occur in the normal course of business and may obscure analysis of trends and financial performance. These transactions typically result from the transfer of all or a portion of the total projected benefit obligation to third-party insurance companies.
One-time tax effects of Separation are charges to income tax expense primarily related to non-deductible transaction costs. They are excluded because they are one-time in nature and not expected to occur in periods following the Separation.
Non-recurring (gain) loss in equity income is excluded because it does not occur in the normal course of business and is inherently unpredictable in timing and amount.
Consolidated Results – Selected Non-GAAP Adjusted Results
The following provides a reconciliation of these non-GAAP financial measures from their most comparable GAAP measure for fiscal 2025, fiscal 2024, and fiscal 2023.
Fiscal 2025
Operating
Income
(Loss)
Earnings
Before
Income Taxes
Income Tax Expense
Net Earnings (1)
EPS - Diluted (1)
Effective
Tax
Rate (1)
GAAP
Impairment of long-lived assets
Restructuring and other expense, net
Non-cash charges in miscellaneous expense, net
Non-recurring loss in equity income
Non-GAAP
Fiscal 2024
Operating
Income (Loss)
Earnings
Before
Income Taxes
Income Tax Expense
Net Earnings from Continuing Operations (1)
EPS
from Continuing Operations - Diluted (1)
Effective
Tax
Rate (1)
GAAP
Corporate costs eliminated at Separation
Impairment of goodwill and long-lived assets
Restructuring and other expense, net
Separation costs
Non-cash charges in miscellaneous expense
Loss on extinguishment of debt
Net non-recurring loss in equity income
One-time tax effects of Separation
Non-GAAP
Fiscal 2023
Operating
Income
Earnings
Before
Income Taxes
Income Tax Expense
Net Earnings from Continuing Operations (1)
EPS
from Continuing Operations - Diluted (1)
Effective
Tax
Rate (1)
GAAP
Corporate costs eliminated at Separation
Impairment of long-lived assets
Restructuring and other income, net
Separation costs
Non-cash charges in miscellaneous expense
Net non-recurring loss in equity income
Non-GAAP
Excludes the impact of noncontrolling interest.
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Consolidated Results - Adjusted EBITDA from Continuing Operations
Net earnings from continuing operations (GAAP)
Plus: Net loss attributable to noncontrolling interest
Net earnings before income taxes attributable to controlling interest
Interest expense, net
Income tax expense
EBIT (subtotal) (1)
Corporate costs eliminated at Separation
Impairment of goodwill and long-lived assets (2)
Restructuring and other expense (income), net
Separation costs
Non-cash charges in miscellaneous expense (3)
Loss on extinguishment of debt
Non-recurring (gain) loss in equity income (4)
Adjusted EBIT (subtotal)
Depreciation and amortization
Stock-based compensation (5)
Adjusted EBITDA from continuing operations (non-GAAP)
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 earnings before income taxes from continuing operations to adjusted EBITDA from continuing operations, which is a non-GAAP financial measure used by management.
Significant pre-tax impairment and restructuring charges include the following:
Impairment of goodwill and long-lived assets : We recognized non-cash charges of $50,050 in fiscal 2025 related to the write-down of intangible assets associated with GTI and $32,203 in fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment.
Restructuring and other expense, net: We recognized a charge of $4,536 in fiscal 2025 related to an increase in the fair value of the contingent liability associated with the Ragasco earnout arrangement and a loss of $30,502 in fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment during the fourth quarter of fiscal 2024.
Reflects the following non-cash charges in miscellaneous expense:
Pre-tax charges of $5,000 and $11,077 during fiscal 2025 and fiscal 2024, respectively, to write down an investment that was determined to be other than temporarily impaired.
Pre-tax charges of $8,010 and $4,774 from separate pension lift-out transaction completed in fiscal 2024 and fiscal 2023, respectively, to transfer the pension benefit obligation under the Gerstenslager Plan to third-party insurance companies.
Includes the following activity within equity income:
A non-cash impairment charge of $3,387 at the Sustainable Energy Solutions joint venture during fiscal 2025.
A net gain of $2,780 associated with the divestiture of the Brazilian operations of Workhorse during fiscal 2024 and the settlement of certain participant balances within the pension plan maintained by WAVE.
A pre-tax loss of $16,059 related to the sale of our 50% noncontrolling equity investment in ArtiFlex during fiscal 2023.
A net gain of $2,063 related to a sale-leaseback transaction during fiscal 2023.
Excludes $2,655 of stock-based compensation reported in restructuring and other expense, net in our consolidated statement of earnings during fiscal 2025 related to the accelerated vesting of certain outstanding equity awards upon the retirement of our former CEO effective November 1, 2024.
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PAR T I
Unless otherwise indicated, all Note references in this Form 10-K refer to the notes to the Consolidated Financial Statements included in “Part II – Item 8. – Financial Statements and Supplementary Data” of this Form 10-K. All dollar amounts within Part I are presented in thousands of dollars except per share amounts.
Item 1. — Business
Overview
Founded in 1955 as Worthington Industries, we are one of the leading designers and manufacturers of products sold to consumers, primarily through retail channels, in the tools, outdoor living and celebrations market categories as well as a wide array of highly specialized building products that primarily serve customers in the residential and non-residential construction markets, including ceiling suspension systems and light gauge metal framing products, respectively, through our unconsolidated joint ventures, WAVE and ClarkDietrich, as well as wholly-owned and consolidated operations that produce pressurized containment solutions for heating, cooking and cooling applications, among others. Our business strategy is rooted in our people first culture that values our relationships across the spectrum and revolves around products and services that improve everyday life by elevating spaces and experiences. Originally founded as a value-added steel processor domiciled under the laws of the State of Ohio, we expanded our offerings to include manufactured metal products organized around attractive end market under two separate and distinct reportable operating segments: Consumer Products and Building Products.
We believe the foundation of our success is rooted in our people first philosophy and our belief that people are our most important asset, which serves as a basis for our unwavering commitment to our employees, customers, suppliers, and investors. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, which encompasses certain proprietary business and management models, procedures, content and materials, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing new products and applications, and pursuing strategic investments and acquisitions.
Our fiscal year ends each May 31, and our fiscal quarters end on the final day of each of August, November, February and May. Our common shares are traded on the New York Stock Exchange under the symbol “WOR.”
Separation of the Steel Processing Business
On December 1, 2023, we completed the Separation of our former steel processing business into a separate public company in a transaction intended to qualify as tax free to our shareholders, which was accomplished via the Distribution. Worthington Steel is an independent public company. The operating results of our former steel processing business are reported as discontinued operations for all periods presented prior to the Separation. All discussions within this Form 10-K, including amounts, percentages and disclosures for all periods presented, reflect only our continuing operations unless otherwise noted.
Following the completion of the Separation, Worthington Industries, Inc. changed its name to Worthington Enterprises, Inc. and its common shares continue trading on the NYSE under the ticker symbol WOR. On December 1, 2023, the common shares of Worthington Steel began trading on the NYSE under the ticker symbol WS.
Key Strengths
We believe our established portfolio of market-leading brands positions us well to execute on our growth initiatives and overall business strategy. Our ability to manufacture at scale and leverage key customer relationships in diverse end markets distinguishes us from our competitors and creates barriers to entry. We also believe we are well-positioned to capitalize on certain secular trends impacting the markets that we serve, including initiatives that support long-term construction and supply chain investment.
We believe the Worthington Business System is the engine that drives value for our shareholders. The Worthington Business System is rooted in the Worthington Philosophy and designed to drive continuous improvement through use of tools and technologies that help drive results and inform our business decisions by applying lean techniques to streamline costs and reduce waste within manufacturing, commercial, sourcing and supply chain. Through continuous improvement initiatives, we believe we can achieve improved metrics for product quality, service, delivery, workforce safety and waste reduction to further optimize cost, productivity and efficiencies, while creating a resilient and efficient operating platform that can remain agile regardless of external market conditions.
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The Worthington Business System
Strategic Business Developments
Elgen Acquisition : On June 18, 2025, we acquired Elgen, a leading provider of HVAC components, ductwork, and structural framing used primarily in commercial building applications across North America. The purchase price was approximately $93,000, subject to closing adjustments.
Ragasco Acquisition : 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 $108,563, including an earnout that was settled in March 2025. See “Note P – Acquisitions” for additional information.
Sustainable Energy Solutions Joint Venture : On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe. We now hold a 49% noncontrolling equity stake in the joint venture, which focuses on the storage, transport, and distribution of industrial gasses, hydrogen and compressed natural gas using high pressure cylinder technology. The equity income of the Sustainable Energy Solutions joint venture is reported within Other. Additionally, upon closing, our Sustainable Energy Solutions business, as historically operated, is no longer part of our management structure and therefore the financial position and results of operations of this business are presented within Other on a historical basis through May 29, 2024.
Halo Acquisition : On February 1, 2024, we acquired an 80% ownership stake in Halo, an affiliate of HPG, an asset-light business with technology-enabled solutions in the outdoor cooking space. The total purchase price was $9,588. Refer to “Note P – Acquisitions” for additional information.
Segments
Our business is managed and reported under two operating segments: Consumer Products and Building Products , based on the nature of products and services provided. International operations accounted for approximately 17% of consolidated net sales in fiscal 2025, primarily to customers in Europe. Sales to one retail customer accounted for 12% of our consolidated net sales in fiscal 2025.
Refer to the following segment descriptions and “Note O – Segment Data” for a full description of our segments.
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Consumer Products
Our Consumer Products segment has a diverse product offering in the tools, outdoor living and celebrations categories under market-leading brands that include the following: Balloon Time®, Bernzomatic®, Coleman® (licensed), Garden-Weasel®, General®, Halo®, Hawkeye, Level5®, Mag-Torch®, Pactool International®, and Worthington Pro Grade. These include propane-filled cylinders for torches, camping stoves and other applications, handheld torches, helium-filled balloon kits, specialized hand tools and instruments, drywall tools and accessories and gas grills and pizza ovens sold primarily to mass merchandisers, retailers and distributors. These offerings are used by a diverse customer base, ranging from DIY consumers to professional contractors and trades people across a variety of applications.
In fiscal 2025, Consumer Products generated approximately 43% of our consolidated net sales, compared to 40% and 39% in fiscal 2024 and fiscal 2023, respectively. Approximately 28% of fiscal 2025 Consumer Products net sales was attributable to our largest customer.
Consumer Products operates five facilities, with two in Kansas, and one each in Kentucky, New Jersey, and Wisconsin.
Consumer Products competes based on brand strength, product performance, customer service, innovation, and breadth of products. We face competition from both established national brands and private-label products, particularly in tools and outdoor living. Our diversified product line, innovation capabilities, and broad customer base contribute to our competitive positioning. Demand in the segment is driven by seasonal DIY activity, outdoor recreation trends, retail traffic patterns, and macroeconomic factors such as consumer confidence and discretionary spending. Many of our products benefit from recurring and replacement purchases, contributing to consistent baseline demand throughout the year.
Key End Markets and Product Categories
The key end markets and product categories in which our consumer products business competes include the following:
Tools : We sell a variety of tools for both professional and DIY consumers. Our products include hand-held torches, micro torches, lighters, accessories and fuel for constructing, fixing, making and creating; precision and specialty hand, digital and safety tools; and drywall tools and accessories used for finishing and taping, cutting, siding and roofing. Most of our products are sold online and to home centers and other retailers. We closely monitor key market activity, including, but not limited to inflationary pressures, consumer debt/income ratios, consumer spending levels, and activity within the adjacent repair and remodel end market, discussed further below in the discussion of Building Products end markets.
Outdoor Living : We compete in the large, growing, and fragmented outdoor living market. We believe growth in the outdoor living market is driven by key trends, centered around enhancing enjoyment while participating in outdoor activities. This includes participation levels and the resilience of consumer demand for product purchases in these categories versus other discretionary categories. The nature of the outdoor activities to which we cater often requires recurring purchases throughout the year, resulting in high rates of conversion among customers.
Celebrations : Our business in this category is generated primarily from celebration and party-related activities. Our products are available at many convenient locations, including mass retailers, party stores and craft stores. We closely monitor key market activity, including but not limited to, inflationary pressures, consumer debt/income ratios, and consumer spending levels. Our principal method of meeting competitive challenges in this market is by creating and maintaining leading brands and products that deliver superior value and performance at a competitive cost.
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Building Products
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.
We maintain two unconsolidated joint ventures that complement the wholly-owned operations within our Building Products business:
WAVE , a 50%-owned joint venture with Armstrong World Industries, Inc. is the largest of the four North American manufacturers of ceiling suspension systems for concealed and lay-in panel ceilings used in commercial and residential ceiling markets. It competes with the other North American manufacturers and numerous regional manufacturers. WAVE operates seven manufacturing facilities, one each in Georgia, Michigan, and Nevada and two each in California and Maryland.
ClarkDietrich , a 25%-owned joint venture with CWBS-MISA is an industry leader in the manufacture and supply of light gauge steel framing products in the U.S. ClarkDietrich manufactures a full line of drywall studs and accessories, structural studs and joists, metal lath and accessories, shaft wall studs and track, vinyl and finishing products used primarily in residential and commercial construction. ClarkDietrich operates 15 manufacturing facilities, one each in Connecticut, Georgia, Illinois, Maryland, Missouri, Oklahoma and Canada and two each in California, Florida, Ohio, and Texas.
In fiscal 2025, Building Products generated approximately 57% of our consolidated net sales, compared to 50% and 51% in fiscal 2024 and 2023, respectively.
Excluding WAVE and ClarkDietrich, our Building Products segment operates 10 facilities, with three in Ohio, two in New Jersey, and one each in Kentucky, Maryland, Rhode Island, Norway and Portugal.
In the U.S. and Canada, our manufactured building products are designed to comply with U.S. Department of Transportation and Transport Canada specifications. Outside the U.S. and Canada, cylinders are manufactured according to European specifications, as well as various other international standards. Other products are produced to applicable industry standards including, as applicable, those standards issued by the American Petroleum Institute, the American Society of Mechanical Engineers and UL Solutions.
Building Products has one principal domestic competitor in the low-pressure LPG cylinder market, and a number of foreign competitors in the LPG cylinder, non-refillable refrigerant, and well water and expansion tank markets. We believe that this business has the largest market share in the domestic low-pressure cylinder market. In the other cylinder markets, there are several competitors. Building Products generally has a strong competitive position for its industrial, energy, retail and specialty products, but competition varies on a product-by-product basis. Competition for our Building Products operating segment is based upon price, service and quality.
Key End Markets
The key end markets in which our building products business competes include the following:
Residential Construction : We sell products for use in single and multi-family housing. Key statistics that indicate market opportunity include existing home sales (a key indicator for renovation opportunity), housing starts, housing completions, home prices, interest rates and consumer confidence.
Non-Residential Construction : Opportunities in this end market come from new construction as well as the renovation of existing buildings. We closely monitor publicly available macroeconomic data and trends that provide insight into non-residential construction market activity, including but not limited to, GDP, office vacancy rates, the ABI, new commercial construction starts, state and local government spending, corporate profits and retail sales. Our revenue from new construction can lag behind construction starts by as much as 24 months. We believe that these statistics, considering the time-lag effect, provide a reasonable indication of our future revenue opportunity from non-residential renovation and new construction.
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Repair and Remodel : Our business in this end market is generated primarily from repair and remodel projects on residential homes. We monitor key trends such as interest rates, consumer confidence, employment rates, housing affordability, land development costs, the availability of skilled construction labor, the aging housing stock, inflationary pressures, mortgage rates and the overall the health of the economy. We have a broad range of product offerings that serve the need of customers, primarily through a variety of retailers. We compete with numerous foreign and domestic manufacturers and distributors of consumer goods, many of which are well-established. Our principal method of meeting competitive challenges in this market is by creating and maintaining leading brands and differentiated products that deliver superior value and performance at a competitive cost. We closely monitor key market activity, including, but not limited to inflationary pressures, consumer debt/income ratios, and consumer spending levels.
Other Unconsolidated Joint Ventures
In addition to ClarkDietrich and WAVE, we have two other unconsolidated joint ventures, both of which are reported within Other.
Sustainable Energy Solutions , a 49%-owned joint venture with Hexagon focused on high-pressure storage systems for industrial gasses, hydrogen and compressed natural gas infrastructure primarily in Europe. This joint venture operates three facilities, one each in Austria, Germany, and Poland.
Workhorse, a 20%-owned joint venture with an affiliate of Angeles Equity Partners, LLC, is a non-captive designer and manufacturer of high-quality, custom-engineered open and enclosed cabs and operator stations and custom fabrications and packaging for heavy mobile equipment used primarily in the agricultural, construction, forestry, military and mining industries. Workhorse operates three manufacturing facilities, one each in South Dakota, Tennessee and Minnesota.
See “Note C – Investments in Unconsolidated Affiliates” for additional information about our unconsolidated joint ventures.
Sources and Availability of Raw Materials
The most important raw materials we purchase are steel, aluminum, copper, and propane. We have developed strong relationships with our suppliers, who provide the materials we need, meet our quality and service requirements, and are able to offer competitive terms with regard to pricing, delivery, and volumes purchased. We are not dependent upon any one source for raw materials of our manufactured products.
We purchase steel in large quantities at regular intervals from Worthington Steel through the Steel Supply Agreement. Refer to “Note T – Related Party Transactions” for additional information. In nearly all market conditions, steel is available from a few suppliers and generally any supplier relationship or contract can and has been replaced with little or no significant interruption to our business.
Seasonality
Historically, sales tend to be stronger in the third and fourth quarters of our fiscal year for our Consumer Products operating segment when our facilities perform at seasonal peaks, matching consumer demand. Sales in our Building Products operating segment 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.
Environmental Matters
Our manufacturing facilities, like those of similar industries making similar products, are subject to many federal, state, local and foreign laws and regulations, including those relating to the protection of our employees and the environment. We examine ways to improve safety, reduce emissions and waste, and decrease costs related to compliance with environmental and other government regulations. The cost of such activities, compliance or capital expenditures for environmental control facilities necessary to meet regulatory requirements are not estimable, but have not and are not anticipated to be material when compared with our overall costs and capital expenditures and, accordingly, are not anticipated to have a material effect on our capital expenditures, earnings and competitive position.
Our commitment to corporate responsibility and sustainability includes putting people first by providing a supportive and inclusive environment built on a culture of engagement, and by working together to ensure the health and safety of our employees. At the corporate level, we maintain a fully dedicated department responsible for best-in-class environmental, health and safety initiatives and best practices across the Company. Two of our facilities hold ISO 14001 certifications, a highly recognized global standard for an effective Environmental Management System and our remaining facilities are managed to similar standards.
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In addition to the requirements of the state and local governments of the communities in which we operate, we must comply with federal health and safety regulations, the most significant of which are enforced by OSHA. We comply with and work to exceed all applicable worker safety regulations in the U.S. as governed by OSHA. Our U.S. facilities also hold certifications with various industry groups that require regular inspections including the International Organization for Standardization. Our global sites meet or exceed all local regulations for worker safety and hold various accreditations, certifications and registrations that require regular inspections.
Intellectual Property
We own several patents, trademarks, copyrights, and trade secrets, as well as licenses to intellectual property owned by others. Although our patents, copyrights, trademarks, trade secrets, and other intellectual property rights are important to our success, we do not consider any single patent, trademark, copyright, trade secret or license to be of material importance to our business. Each registered trademark has an original duration of 10 to 20 years, depending on the date it was registered and the country in which it is registered, and is subject to an indefinite number of renewals for a like period upon continued use and appropriate application. Our collective intellectual property portfolio provides a competitive advantage by protecting our innovations, brand identity, and proprietary processes, thereby supporting our market positioning and revenue generation. We intend to continue using the trade names and trademarks described above and to timely renew each of our registered trademarks that remains in use.
Human Capital Management
As of May 31, 2025, we had approximately 3,400 employees and our unconsolidated joint ventures employed approximately 2,600 additional individuals. Approximately 10% of the individuals in those two groups are represented by collective bargaining units. We believe that our open-door policy has created an environment which fosters open communication and serves to cultivate the good relationships we have with our employees, including those covered by collective bargaining units.
Our human capital strategy focuses on several priorities:
People-First Culture : In line with our people-first philosophy, our employees have always been, and will always be, our most important asset. We operate under a set of core values that are rooted in our long-standing philosophy, which emphasizes the Golden Rule. These core values guide us as a company, including in our approach to human capital management. As such, we are continually focused on creating and maintaining a strong culture. Our culture provides employees with opportunities for personal and professional development, as well as community engagement, all of which we believe contribute to our overall success. We have repeatedly been recognized as a top place to work and we maintain a focus on safety, wellness, and promoting a diverse and inclusive culture.
Talent Development : Our ability to successfully operate, grow our business and implement our business strategies is largely dependent on our ability to attract, train and retain talented personnel at all levels of our organization. As a result, we offer our employees competitive compensation and benefits, as compared to others in our industry, which include opportunities to participate in profit sharing plans. We also strive to provide our employees with continuous opportunities to learn the skills necessary to maximize their performance and develop new skills that allow them to maximize their potential.
Safety, Health, and Wellness: We have always made the safety and well-being of our people a top priority, and we have regularly maintained an industry-leading safety record. For us, safety is about engagement, and our employees have adopted a culture where safety is everyone’s responsibility, and not just the safety of our employees, but the safety of everyone who enters our facilities. We also provide our employees and their families with access to above-market benefits, as compared to others in our industry, including a parental leave benefit that offers all new parents the opportunity for paid time off. We have a broad array of other employee centered-benefits and programs, including a medical center, a pharmacy, chiropractic care, on-site fitness centers, free health screenings, health fairs, and other Company-wide and location-specific wellness events and challenges. We believe our investments in safety, health and wellness are key to supporting and protecting our most important asset, our people.
Diversity, Equity, and Inclusion: We believe that diversity of all types contributes to our success. We are committed to increasing the diversity of our employee base at all levels of our organization because we believe our differences make us better and that diverse thoughts and experiences drive innovation and produce better results. Our strategy is guided by a dedicated team of senior leaders, the Head of Human Resources, and overseen by the Board and its committees, focusing on inclusive leadership, workforce representation, community partnerships, and employee-led resource groups. Initiatives are reported on annually as a part of regular board meetings. With our philosophy as our foundation, we are building an environment where diversity is valued, and we are committed to fostering a workplace where all employees feel they belong and are empowered to do their best work.
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Available Information
We are headquartered in Columbus, Ohio and maintain a website at https://www.worthingtonenterprises.com. Information contained on our website is not incorporated into this document. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports and other information about us are available free of charge through our website as soon as reasonably practicable after those documents are electronically filed with, or furnished to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. Reference in this Form 10-K to our website and the SEC’s website is an inactive text reference only.
Item 1A. — Risk Factors
Our future results and the market price for the common shares are subject to numerous risks, many of which are driven by factors that we cannot control or predict. The following discussion, as well as other sections of this Form 10-K, including “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” describe certain risks to our business, our results, our strategies and the common shares. Consideration should be given to the risk factors described below as well as those in the “Cautionary Note Regarding Forward-Looking Statements” section at the beginning of this Form 10-K, in conjunction with reviewing the forward-looking statements and other information contained in this Form 10-K. The risks described below are those that we have identified as material but are not the only risks and uncertainties facing us or our shareholders. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, rules, regulations or accounting rules, fluctuations in interest rates, terrorism, war or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition, and/or the common shares.
Risks Related to Our Business and Operations
Economic or Industry Downturns and Weakness
Our net sales are heavily concentrated in the consumer products and construction end markets, and a decline in those end markets may have an adverse impact on our results of operations and cash flows. The consumer products and construction industries account for a significant portion of our net sales, and reduced demand from these industries could adversely affect our business. An overall downturn in the general economy, a disruption in capital and credit markets, high inflation, high unemployment, reduced consumer confidence or other factors, could cause reductions in demand from our end markets in general and, in particular, the consumer products and construction end markets. If demand for the products we sell to the end markets which we supply were to be reduced, our sales, financial results and cash flows could be negatively affected.
Financial difficulties and bankruptcy filings by our customers could have an adverse impact on our businesses. The financial difficulties of certain customers and/or their failure to obtain credit or otherwise improve their overall financial condition could result in changes within the markets we serve, including plant closings, decreased production, reduced demand, changes in product mix, unfavorable changes in the prices, terms or conditions we are able to obtain and other changes that may result in decreased purchases from us and otherwise negatively impact our businesses. These conditions also increase the risk that our customers may delay or default on their payment obligations to us. If the general economy or any of our markets decline, the risk of bankruptcy filings by and financial difficulties of our customers may increase. While we have taken and will continue to take steps intended to mitigate the impact of financial difficulties and potential bankruptcy filings by our customers, these matters could have a negative impact on our businesses.
Raw Material Pricing and Availability
Our operating results may be adversely affected by continued volatility in steel prices. Over the past three years, steel prices have increased significantly due to supplier consolidation, tight mill orders due to the COVID-19 pandemic, the war in Ukraine and tariffs on foreign steel. More recently, the volatility in the steel market resulted in steel prices rapidly decreasing before increasing again. If steel prices or other raw material prices were to decrease, competitive conditions or contractual obligations may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials then on hand to complete orders for which the selling prices have decreased. This could result in losses or a write-down of the value of our inventory, and our financial results could be adversely affected.
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Our operating results may be affected by fluctuations in raw material prices and our ability to pass on increases in raw material costs to our customers. Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. These factors include general economic conditions, domestic and worldwide supply and demand, high inflation, the influence of hedge funds and other investment funds participating in commodity markets, curtailed production from major suppliers due to factors such as the closing or idling of facilities, pandemics, international conflicts, accidents or equipment breakdowns, repairs or catastrophic events, labor costs, shortages, strikes or other problems, competition, new laws and regulations, import duties, tariffs, energy costs, availability and cost of steel inputs (e.g., ore, scrap, coal and energy), foreign currency exchange rates and other factors described in the immediately following paragraph. This volatility, as well as any increases in raw material costs, could significantly affect our steel costs and adversely impact our financial results. To manage our exposure to market risk, where possible, we match our customer pricing terms to the pricing terms offered to us by our suppliers in order to minimize the impact of market fluctuations on our margins. However, should our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, in an environment of increasing prices for steel and other raw materials, competitive conditions or contractual obligations may impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected.
The costs of manufacturing our products and our ability to meet our customers’ demands could be negatively impacted if we experience interruptions in deliveries of needed raw materials or supplies. If, for any reason, our supply of flat-rolled steel or other key raw materials, such as aluminum, zinc, copper or helium, or other supplies is curtailed or we are otherwise unable to obtain the quantities we need at competitive prices, our business could suffer and our financial results could be adversely affected. Such interruptions could result from a number of factors, including a shortage of capacity in the supplier base of raw materials, energy or the inputs needed to make steel or other supplies, a failure of suppliers to fulfill their supply or delivery obligations, financial difficulties of suppliers resulting in the closing or idling of supplier facilities, other significant events affecting supplier facilities, significant weather events, those factors listed in the immediately preceding paragraph or other factors beyond our control like pandemics. Further, the number of suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and this consolidation may continue.
Inventories
Our businesses could be harmed if we fail to maintain proper inventory levels. We are required to maintain sufficient inventories to accommodate the needs of our customers including, in many cases, short lead times and just-in-time delivery requirements. We anticipate and forecast customer demand for each of our operating segments. We purchase raw materials on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon orders, customer volume expectations, historic buying practices and market conditions. Inventory levels in excess of customer demand may result in the use of higher-priced inventory to fill orders reflecting lower selling prices if raw material prices have significantly decreased. For example, if steel prices decrease, we could be forced to use higher-priced steel then on hand to complete orders for which the selling price has decreased. These events could adversely affect our financial results. Conversely, if we underestimate demand for our products or if our suppliers fail to supply quality products in a timely manner, we may experience inventory shortages. Inventory shortages could result in unfilled orders, negatively impacting our customer relationships and resulting in lost revenues, which could harm our businesses and adversely affect our financial results.
Customers and Suppliers
The loss of significant volume from our key customers could adversely affect us. A significant loss of, or decrease in, business from any of our key customers could have an adverse effect on our sales and financial results if we cannot obtain replacement business. Also, due to consolidation in the industries we serve, including the construction and retail industries, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers. In addition, some of our top customers may be able to exert pricing and other influences on us, requiring us to market, deliver and promote our products in a manner that may be more costly to us and negatively impact our profitability. We generally do not have long-term contracts with our customers. As a result, although our customers periodically provide notice of their future product needs and purchases, they generally purchase our products on an order-by-order basis, and the relationship, as well as particular orders, can be terminated at any time.
Many of our key end markets, such as residential and non-residential construction, repair and remodel, general consumer, and outdoor living are cyclical in nature. Many of our key end markets are cyclical and can be impacted by both market demand and raw material supply, particularly with respect to steel. The demand for our products is directly related to, and quickly impacted by, customer demand in our end markets, which can change as the result of changes in the general U.S. or global economies and other factors beyond our control. Adverse changes in demand or pricing can have a negative effect on our businesses and results of operations.
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Sales conflicts with our customers and/or suppliers may adversely impact us. In some instances, we may compete with one or more of our customers and/or suppliers in pursuing the same business. Such conflicts may strain our relationships with the parties involved, which could adversely affect our future business with them.
The closing or idling of steel manufacturing facilities could have a negative impact on us. As steel makers have reduced their production capacities by closing or idling production lines, whether due to the war in Ukraine or otherwise, the number of facilities from which we can purchase steel, in particular certain specialty steels, has decreased. Accordingly, if delivery from a supplier is disrupted, particularly with respect to certain types of specialty steel, it may be more difficult to obtain an alternate supply than in the past. These closures and disruptions could also have an adverse effect on our suppliers’ on-time delivery performance, which could have an adverse effect on our ability to meet our own delivery commitments and may have other adverse effects on our businesses.
The loss of key supplier relationships could adversely affect us. Over the years, we have developed relationships with certain steel and other suppliers which have been beneficial to us by providing more assured delivery and a more favorable all-in cost, which includes price and shipping costs. If any of those relationships were disrupted, it could have an adverse effect on delivery times and the overall cost, quality and availability of our products or raw materials, which could have a negative impact on our businesses. If, in the future, we are unable to obtain sufficient amounts raw materials at competitive prices and on a timely basis from our traditional suppliers, we may be unable to obtain these materials from alternative sources at competitive prices to meet our delivery schedules, which could have a material adverse impact on our results of operations.
Competition
We face intense competition which may cause decreased demand, decreased market share and/or reduced prices for our products and services, which could have an adverse effect on our financial results. Our businesses operate in industries that are highly competitive and have been subject to increasing consolidation of customers. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of domestic and foreign competitors in all major markets. Competition for most of our products is primarily on the basis of price, product quality and our ability to meet delivery requirements. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our businesses and financial results. Depending on a variety of factors, including raw material, energy, labor and capital costs, freight availability, government control of foreign currency exchange rates and government subsidies of foreign steel producers or competitors, our businesses may be materially adversely affected by competitive forces. Competition may also increase if suppliers to our customers begin to more directly compete with our businesses through new facilities, acquisitions or otherwise. As noted above, we can have conflicts with our customers or suppliers who, in some cases, supply the same products and services as we do. Increased competition could cause us to lose market share, increase expenditures, lower our margins or offer additional services at a higher cost to us, which could adversely impact our businesses and financial results.
Freight and Energy
Increasing freight and energy costs could increase our operating costs or the costs of our suppliers, which could have an adverse effect on our financial results. The availability and cost of freight and energy, such as electricity, natural gas and diesel fuel, are important in the manufacture and transport of our products. Our operations consume substantial amounts of energy, and our operating costs generally increase when energy costs rise. Factors that may affect our energy costs include significant increases in fuel, oil or natural gas prices, unavailability of electrical power or other energy sources due to droughts, hurricanes or other natural causes or due to shortages resulting from insufficient supplies to serve customers, or interruptions in energy supplies due to equipment failure, international conflict or other causes. During periods of increasing energy and freight costs, we may be unable to fully recover our operating cost increases through price increases without reducing demand for our products. Our financial results could be adversely affected if we are unable to pass all of the cost increases on to our customers or if we are unable to obtain the necessary freight and/or energy. Also, increasing energy costs could put a strain on the transportation of our materials and products if the increased costs force certain transporters to discontinue their operations.
We depend on third parties for freight services, and increases in the costs or the lack of availability of freight services can adversely affect our operations . We rely primarily on third parties for transportation of our products as well as delivery of our raw materials, primarily by truck and container ship. If, due to a lack of freight services, raw materials or products are not delivered to us in a timely manner, we may be unable to manufacture and deliver our products to meet customer demand. Likewise, if due to a lack of freight services, we cannot deliver our products in a timely manner, it could harm our reputation, negatively affect our customer relationships and have a material adverse effect on our results of operations. In addition, any increase in the cost of the transportation of raw materials or our products, as a result of increases in fuel or labor costs, higher demand for logistics services, international conflict or otherwise, may adversely affect our results of operations as we may not be able to pass such cost increases on to our customers.
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Pandemics and Other Public Health Emergencies
The COVID-19 pandemic, as well as similar pandemics and other public health emergencies in the future, could have a material adverse effect on our business financial position, results of operations and cash flows. Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies, such as the COVID-19 pandemic. The impacts of public health emergencies may include, without limitation, potential significant volatility or continued decreases in the demand for our products, changes in customer and consumer behavior and preferences, disruptions in or additional closures of our manufacturing operations or those of our customers and suppliers, disruptions within our supply chain, limitations on our employees’ ability to work and travel, potential financial difficulties of customers and suppliers, significant changes in economic or political conditions, and related volatility in the financial and commodity markets, including volatility in raw material and other input costs. Future disruption to the global economy, as well as to the end markets our business serves, could result in material adverse effects on our business, financial position, results of operations and cash flows.
Geopolitical Unrest
Ongoing and emerging geopolitical conflicts and armed hostilities in certain regions of the world present increasing levels of uncertainty and may adversely affect our business and results of operations . The length, impact, and outcome of such unrest, and the potential effects on our business, are highly volatile and difficult to predict. These events have caused, and could continue to cause, significant market and operational disruptions (particularly for our operations in Europe), including volatility in commodity prices and the supply of energy resources, instability in financial markets, supply chain interruptions, political and social unrest, trade disputes or barriers, changes in consumer or purchaser preferences, and increases in cyberattacks and espionage. Further, the broader consequences of geopolitical instability may also heighten many of the risks disclosed in our public filings, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, adverse effects on global macroeconomic conditions; increased volatility in the price and demand of iron, steel, oil, natural gas, and other commodities; increased exposure to cyberattacks; disruptions in global supply chains; and exposure to foreign currency fluctuations and potential constraints or disruptions in the capital markets and our sources of liquidity. We do not conduct business, either directly or indirectly, in areas currently experiencing armed conflict and, as such, we believe our exposure is principally limited to the impact of such events on macroeconomic conditions, including volatility in commodity and energy prices and supply.
Information Systems
We are subject to information system security risks and systems integration issues that could disrupt our operations. We are dependent upon information technology and networks in connection with a variety of business activities including the distribution of information internally and to our customers and suppliers. This information technology is subject to potential damage or interruption from a variety of sources, including, without limitation, computer viruses, security breaches, and natural disasters. We could also be adversely affected by system or network disruptions if new or upgraded business management systems are defective, not installed properly or not properly integrated into operations. In addition, security breaches of our information systems could result in unauthorized disclosure or destruction of confidential or proprietary information, misappropriation of or damage to our assets, production downtime, and/or loss of the functionality of our systems. These risks may be exacerbated by a partially remote workforce. Various measures have been implemented to manage our risks related to information system and network disruptions and to prevent attempts to gain unauthorized access to our information systems. While we undertake mitigating activities to counter these risks, there can be no assurance that such activities will be sufficient to prevent cyberattacks or security breaches or mitigate all potential risks to our systems, networks and data, and a system or human failure could negatively impact our operations and financial results and cyberattacks could threaten the integrity of our trade secrets and sensitive intellectual property. The potential consequences of a material cybersecurity attack include reputational damage, investigations and/or adverse proceedings with regulators and enforcement agencies, litigation with third parties, disruption to our systems (including production capabilities), unauthorized release of confidential, personally identifiable or otherwise protected information, corruption of data, and increased cybersecurity protection and remediation costs, which in turn could adversely affect our competitiveness, results of operations and financial condition. Insurance coverage for cyberattacks may become unavailable, may not cover the types of losses we may incur, and may be inadequate in amount to cover liabilities resulting from a cyberattack.
We, along with third parties, may use data from our information systems and publicly available sources with AI technologies and tools. The use of AI may increase risks of data exposure, including unauthorized access, misuse, or unintentional disclosure of sensitive information. The evolving and broader use of AI tools and technologies may also impact the effectiveness of our cybersecurity, regulatory compliance and intellectual property protection programs.
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Artificial Intelligence
Our business operations increasingly rely on AI technologies to enhance efficiency, improve decision-making, and provide innovative solutions; while AI offers significant benefits, it also presents several risks that could adversely affect our business, financial condition, and results of operations . AI systems are complex and require substantial resources for development, implementation, and maintenance. Any failure or malfunction in these systems could disrupt our operations, leading to delays, errors, or inefficiencies. Additionally, AI technologies may not perform as expected or may produce inaccurate or biased results, which could negatively impact our decision-making processes and customer satisfaction. AI systems often require large volumes of data to function effectively. The collection, storage, and processing of this data pose significant privacy and security risks. Unauthorized access, data breaches, or misuse of data could result in legal liabilities, regulatory penalties, and reputational damage. Ensuring compliance with data protection laws and safeguarding sensitive information is critical to mitigating these risks. The regulatory landscape for AI is evolving, and new laws or regulations could impose additional compliance requirements or restrictions on the use of AI technologies. Failure to adhere to these regulations could result in legal challenges, fines, or other penalties. Furthermore, the use of AI may raise ethical and legal concerns, particularly regarding transparency, accountability, and fairness, which could lead to increased scrutiny from regulators and stakeholders. We may rely on third-party providers for AI technologies and services. Any disruption, failure, or termination of these relationships could impact our ability to effectively utilize AI in our operations. Additionally, third-party providers may face their own operational, security, or regulatory challenges, which could indirectly affect our business. The field of AI is rapidly evolving, and staying abreast of technological advancements is essential to maintaining a competitive edge. Failure to adapt to new AI technologies or to invest in necessary upgrades could result in obsolescence or reduced effectiveness of our AI systems. This could adversely affect our market position and financial performance. While AI technologies offer substantial opportunities for innovation and growth, they also present significant risks that must be carefully managed. We are committed to investing in AI systems, complying with relevant regulations, and taking steps to provide appropriate privacy and security to mitigate these risks. However, there can be no assurance that we will be able to fully address these challenges, and any failure to do so could have a material adverse effect on our business, financial condition, and results of operations.
Business Disruptions
Disruptions to our business or the business of our customers or suppliers could adversely impact our operations and financial results . Business disruptions, including materials resulting from shortages of supply or transportation, severe weather events (such as hurricanes, tsunamis, earthquakes, tornados, floods and blizzards), casualty events (such as explosions, fires or material equipment breakdown), acts of terrorism, international conflicts (such as the war in Ukraine), labor disruptions, the idling of facilities due to reduced demand (resulting from a downturn in economic activity or otherwise), pandemics and other health crises, or other events (such as required maintenance shutdowns), could cause interruptions to our businesses as well as the operations of our customers and suppliers. While we maintain insurance coverage that may offset some losses relating to certain types of these events, losses from business disruptions could have an adverse effect on our operations and financial results and we could be adversely impacted to the extent any such losses are not covered by insurance or cause some other adverse impact to us.
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Foreign Operations
Economic, political and other risks associated with foreign operations could adversely affect our financial results. Although the substantial majority of our business activity takes place in the U.S., we derive a portion of our revenues and earnings from operations in foreign countries, and we are subject to risks associated with doing business internationally. We have wholly-owned facilities in Portugal and Norway, and joint venture facilities in Austria, Germany and Poland and are active in exploring other foreign opportunities. The risks of doing business in foreign countries include, among other factors: the potential for adverse changes in the local political climate, in diplomatic relations between foreign countries and the U.S. or in government policies, laws or regulations; international conflicts; terrorist activity that may cause social disruption; logistical and communications challenges; costs of complying with a variety of laws and regulations; difficulty in staffing and managing geographically diverse operations; deterioration of foreign economic conditions; inflation and fluctuations in interest rates; foreign currency exchange rate fluctuations; foreign exchange restrictions; differing local business practices and cultural considerations; restrictions on imports and exports or sources of supply, including energy and raw materials; changes in duties, quotas, tariffs, taxes or other protectionist measures; and potential issues related to matters covered by the Foreign Corrupt Practices Act, regulations related to import/export controls, the Office of Foreign Assets Control sanctions program, anti-boycott provisions or similar laws. We believe that our business activities outside of the U.S. involve a higher degree of risk than our domestic activities, and any one or more of these factors could adversely affect our operating results and financial condition. In addition, global and regional economic conditions and the volatility of worldwide capital and credit markets have significantly impacted and may continue to significantly impact our foreign customers and markets. These factors may result in decreased demand in our foreign operations and have had significant negative impacts on our business. Refer to the “General Economic or Industry Downturns and Weakness” risk factors herein for additional information concerning the impact of the global economic conditions and the volatility of capital and credit markets on our business.
Joint Ventures and Investments
A change in the relationship between the members of any of our joint ventures may have an adverse effect on that joint venture and our financial results . We have been successful in the development and operation of various joint ventures. We believe an important element in the success of any joint venture is a solid relationship between the members of that joint venture. If there is a change in ownership, a change of control, a change in management or management philosophy, a change in business strategy or another event with respect to a member of a joint venture that adversely impacts the relationship between the joint venture members, it could adversely impact that joint venture and, therefore, adversely impact us. The other members in our joint ventures may also, as a result of financial or other reasons, be unable or unwilling to support actions that we believe are in the best interests of the respective joint venture. In addition, joint ventures necessarily involve special risks. Whether or not we hold a majority interest or maintain operational control in a joint venture, the other members in our joint ventures may have economic or business interests or goals that are inconsistent with our interests or goals. For example, because they are joint ventures, we do not have full control of every aspect of the joint venture’s business and/or certain significant decisions concerning the joint venture, which may require certain approvals from the other members in our joint ventures, and the other members in our joint ventures may take action contrary to our policies or objectives with respect to our investments, or may otherwise be unable or unwilling to support actions that we believe are in the best interests of the respective joint venture, each of which could have an adverse effect on that joint venture and our financial results. Where we do not hold a majority interest in a joint venture (i.e., each of the unconsolidated joint ventures in which we are a member), our ability to control the direction and operations of a joint venture is generally very limited and our investment in that joint venture is significantly dependent on the other member(s) of the joint venture. The failure of the other member(s) of the unconsolidated joint ventures to properly manage and operate the joint venture could have an adverse effect on that joint venture and our financial results.
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Acquisitions and Equity Investments
We may be unable to successfully consummate, manage or integrate our acquisitions or other equity investments or our acquisitions and investments may not meet our expectations. A portion of our growth has occurred through acquisitions. We may from time to time continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that are complementary to our existing strengths. There are no assurances, however, that any acquisition or investment opportunities will arise or, if they do, that they will be consummated, or that any additional financing needed for such opportunities will be available on satisfactory terms when required. In addition, acquisitions and investments involve risks that the businesses acquired or in which we invest will not perform in accordance with expectations, that business judgments concerning the value, strengths and weaknesses of businesses will prove incorrect, that we may assume unknown liabilities from the seller, that the businesses may not be integrated successfully and that the acquisitions and investments may strain our management resources or divert management’s attention from other business concerns. International acquisitions and investments may present unique challenges and increase our exposure to the risks associated with foreign operations and countries. Also, failure to successfully integrate any of our acquisitions or investments may cause significant operating inefficiencies and could adversely affect our operations and financial condition. Even if the operations of an acquisition or investment are integrated successfully, we may fail to realize the anticipated benefits of the acquisition or investment, including the synergies, cost savings or growth opportunities that we expect. These benefits may not be achieved within the anticipated timeframe, or at all. Failing to realize the benefits could have a material adverse effect on our financial condition and results of operations.
Capital Expenditures and Capital Resources
Our business requires capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements. Many of our operations are capital intensive. For the five-year period ended May 31, 2025, our total capital expenditures, including acquisitions and investment activity, were approximately $604,623. Additionally, as of May 31, 2025, we were obligated to make aggregate operating and financing lease payments of $26,318 and $6,329, respectively, under lease agreements. Our businesses also require expenditures for maintenance of our facilities. We currently believe that we have adequate resources (including cash and cash equivalents, cash provided by operating activities, and availability under the Credit Facility) to meet our cash needs for normal operating costs, capital expenditures, debt repayments, dividend payments, future acquisitions and working capital for our existing businesses. However, given the potential for challenges, uncertainty and volatility in the domestic and global economies and financial markets, there can be no assurance that our capital resources will be adequate to provide for all of our cash requirements.
Claims and Insurance
Adverse claims experience, to the extent not covered by insurance, may have an adverse effect on our financial results. We self-insure most of our risks for product recall, cyber liability and pollution liability. We also self-insure a significant portion of our potential liability for workers’ compensation, product liability, general liability, property liability, automobile liability and employee medical claims, and in order to reduce risk for these liabilities, we purchase insurance from highly-rated, licensed insurance carriers that cover most claims in excess of the applicable deductible or retained amounts. We also maintain reserves for the estimated cost to resolve certain open claims that have been made against us (which may include active product recall or replacement programs), as well as an estimate of the cost of claims that have been incurred but not reported. The occurrence of significant claims (including claims not covered by insurance or well in excess of insurance limits), our failure to adequately reserve for such claims, a significant cost increase to maintain our insurance or the failure of our insurance providers to perform could have an adverse impact on our financial condition and results of operations.
Accounting and Tax-Related Estimates
We are required to make accounting and tax-related estimates, assumptions and judgments in preparing our consolidated financial statements, and actual results may differ materially from the estimates, assumptions and judgments that we use. In preparing our consolidated financial statements in accordance with GAAP, we are required to make certain estimates and assumptions that affect the accounting for and recognition of assets, liabilities, revenues and expenses. These estimates and assumptions must be made because certain information that is used in the preparation of our consolidated financial statements is dependent on future events or cannot be calculated with a high degree of precision from data available to us. In some cases, these estimates and assumptions are particularly difficult to determine and we must exercise significant judgment. Some of the estimates, assumptions and judgments having the greatest amount of uncertainty, subjectivity and complexity are related to our accounting for bad debts, returns and allowances, inventory, self-insurance reserves, derivatives, stock-based compensation, deferred tax assets and liabilities and asset impairments. Our actual results may differ materially from the estimates, assumptions and judgments that we use, which could have a material adverse effect on our financial condition and results of operations.
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Our internal controls could be negatively impacted if a portion of our workforce continues to work remotely, as new processes, procedures, and controls could be required due to the changes in our business environment, which could negatively impact our internal control over financial reporting.
Principal Shareholder
The principal shareholder of Worthington Enterprises may have the ability to exert significant influence in matters requiring a shareholder vote and could delay, deter or prevent a change in control of Worthington Enterprises. Pursuant to the charter documents of Worthington Enterprises, certain matters such as those in which a person would attempt to acquire or take control of Worthington Enterprises, must be approved by the vote of the holders of common shares representing at least 75% of Worthington Enterprises’ outstanding voting power. Approximately 35% of the outstanding common shares are beneficially owned, directly or indirectly, by John P. McConnell, our former Executive Chairman. As a result of his beneficial ownership of these common shares, Mr. McConnell may have the ability to exert significant influence in these matters and other proposals upon which shareholders may vote.
Employees
The loss of, or inability to attract and retain, qualified personnel could adversely affect our business. Our ability to successfully operate, grow our business and implement our business strategies is largely dependent on the efforts, abilities and services of our employees. The loss of employees or our inability to attract, train and retain additional personnel could reduce the competitiveness of our business or otherwise impair our operations or prospects. Our future success will also depend, in part, on our ability to attract and retain qualified personnel, including engineers and other skilled technicians, who have experience in the application of our products and are knowledgeable about our business, markets and products.
The loss of senior management or other key employees, or effective succession planning strategies may have a material adverse impact on our business. We cannot ensure that we will be able to retain our existing senior management personnel or other key employees or attract additional qualified personnel when needed. The loss of any member of our management team and the failure to find qualified replacements and effectively transition any successors could adversely impact our business and operations. We have not entered into any formal employment contracts with or other stand-alone change in control agreements relative to our executive officers. However, we do have certain change in control provisions in our various compensation plans. We may modify our management structure from time to time or reduce our overall workforce, which may create marketing, operational and other business risks.
Credit Ratings
Ratings agencies may downgrade our credit ratings, which may make it more difficult for us to raise capital and could increase our financing costs. Any downgrade in our credit ratings may make raising capital more difficult, may increase the cost and affect the terms of future borrowings, may affect the terms under which we purchase goods and services and may limit our ability to take advantage of potential business opportunities. In addition, the interest rate on the Credit Facility is tied to our credit ratings, and any downgrade of our credit ratings would likely result in an increase in the cost of borrowings under the Credit Facility.
Difficult Financial Markets
If we are required to raise capital in the future, we could face higher borrowing costs, less available capital, more stringent terms and tighter covenants or, in extreme conditions, an inability to raise capital. Although we currently have cash reserves, as well as adequate borrowing availability under the Credit Facility and should be able to access other capital if needed, should the Credit Facility become unavailable due to covenant or other defaults, or should financial markets tighten so that we otherwise cannot raise capital outside the Credit Facility, or the terms under which we do so change, we may be negatively impacted. Any adverse change in our access to capital or the terms of our borrowings, including increased costs, could have a negative impact on our financial condition.
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Information Regarding Future Performance
We may release information or guidance regarding our anticipated future performance and such information or guidance may prove to be inaccurate. Such information or guidance, which consists of forward-looking statements, is qualified by and subject to various assumptions and estimates, including the information included in our annual reports on Form 10-K and our quarterly reports on Form 10-Q. Such assumptions and estimates are inherently subject to a variety of uncertainties and contingencies, many of which are beyond our control and are based upon expectations with respect to future decisions, some of which will change. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance. Any failure to successfully implement our operating strategy or the occurrence of any of the risks described in our annual reports on Form 10-K or our quarterly reports on Form 10-Q could cause actual operating results to differ from the guidance, and such differences may be adverse and material. Accordingly, investors are urged not to place undue reliance on guidance.
Environmental, Health and Safety
We may incur additional costs related to environmental and health and safety matters. Our operations and facilities are subject to a variety of federal, state, local and foreign laws and regulations relating to the protection of the environment and human health and safety. Compliance with these laws and regulations and any changes therein may sometimes involve substantial operating costs and capital expenditures, and any failure to maintain or achieve compliance with these laws and regulations or with the permits required for our operations could result in increased costs and capital expenditures and potentially fines and civil or criminal sanctions, third-party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Over time, we and predecessor operators of our facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities, including cleanup obligations, could exist at our facilities or at off-site locations where materials from our operations were disposed of or at facilities we have divested, which could result in future expenditures that cannot be currently quantified and which could reduce our profits and cash flow. We may be held strictly liable for any contamination of these sites, and the amount of any such liability could be material. Under the joint and several liability principle of certain environmental laws, we may be held liable for all remediation costs at a particular site, even with respect to contamination for which we are not responsible. In addition, changes in environmental and human health and safety laws, rules, regulations or enforcement policies could have a material adverse effect on our business, financial condition or results of operations.
Seasonality
Our operations have historically been subject to seasonal fluctuations that may impact our cash flows for a particular period. Our sales are generally strongest in the third and fourth quarter of the fiscal year for our Consumer Products operating segment when our facilities perform at seasonal peaks, matching consumer demand. Sales in our Building Products operating segment 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 construction projects. Our quarterly results may also be affected by the timing of large customer orders. Consequently, our cash flow from operations may fluctuate significantly from quarter to quarter. If, as a result of any such fluctuation, our quarterly cash flows were significantly reduced, we may be unable to service our indebtedness or maintain compliance with certain covenants under the documents governing our indebtedness. A default under any of the documents governing our indebtedness could prevent us from borrowing additional funds, limit our ability to pay interest or principal and allow our lenders to declare the amounts outstanding to be immediately due and payable and to exercise certain other remedies.
Risks Related to the Separation and Our Relationship with Worthington Steel
The Separation may not achieve the anticipated benefits and may expose us to additional risk.
We may not realize the anticipated strategic, financial, operational or other benefits of the Separation. We cannot predict with certainty when the benefits expected from the Separation will occur or the extent to which they will be achieved. There is no assurance that following the Separation each separate company will be successful. We may face material challenges in connection with the Separation, including but not limited to, the impact of having to operate under the terms of transition service agreements; the impact on our ability to retain talent; and potential impacts on our relationships with customers, suppliers, employees and other counterparties. In addition, we have incurred one-time costs and may incur ongoing costs in connection with, or as a result of, the Separation, including costs of operating as independent, publicly-traded companies that the separate businesses are no longer be able to share. Those costs may exceed our estimates or could negate some of the benefits we expect to realize.
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If the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, Worthington Enterprises and its shareholders could incur significant tax liabilities.
The Distribution was conditioned upon, among other things, our receipt of an opinion of Latham & Watkins LLP, tax counsel to Worthington, regarding the qualification of the Distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. The opinion of tax counsel was based on, among other things, certain factual assumptions, representations and undertakings from Worthington Enterprises and Worthington Steel, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these factual assumptions, representations, or undertakings are incorrect or not satisfied, we may not be able to rely on the opinion, and Worthington Enterprises and its shareholders could be subject to significant U.S. federal income tax liabilities. In addition, the opinion of tax counsel will not be binding on the IRS or the courts, and, notwithstanding the opinion of tax counsel, the IRS could determine on audit that the Distribution does not so qualify or that the Distribution should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the Distribution.
If the Distribution is ultimately determined not to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, the Distribution could be treated as a taxable disposition of common shares of Worthington Steel by Worthington Enterprises and as a taxable dividend or capital gain to the shareholders of Worthington Enterprises for U.S. federal income tax purposes. In such case, Worthington Enterprises and its shareholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.
General Risks
General Economic or Industry Downturns and Weakness
Our industries are cyclical and weakness or downturns in the general economy or certain industries could have an adverse effect on our business. If the domestic or global economies, or certain industry sectors of those economies that are key to our sales, contract or deteriorate, it could result in a corresponding decrease in demand for our products and negatively impact our results of operations and financial conditions.
Volatility in the U.S. and worldwide capital and credit markets could impact our end markets and result in negative impacts on demand, increased credit and collection risks and other adverse effects on our businesses. The domestic and worldwide capital and credit markets have experienced significant volatility, disruptions and dislocations with respect to price and credit availability. These factors caused diminished availability of credit and other capital in our end markets, and for participants in, and the customers of, those markets. The effects of the financial crisis, recent bank failures, concerns over the economic impact of COVID-19, the war in Ukraine and inflationary pressures, continue to present risks to us, our customers or our suppliers. In particular, there is no guarantee that the credit markets or liquidity will not once again be restricted. Stricter lending standards may make it more difficult and costly for some firms to access the credit markets. Further, uncertainties in Europe, especially in light of the war in Ukraine, regarding the financial sector and sovereign debt and the potential impact on banks in other regions of the world will continue to weigh on global and domestic growth. Although we believe we have adequate access to several sources of contractually committed borrowings and other available credit facilities, these risks could restrict our ability to borrow money on acceptable terms in the credit markets and potentially affect our ability to draw on the Credit Facility. In addition, restricted access to the credit markets could make it difficult, or in some cases, impossible for our suppliers and customers to borrow money to fund their operations. Lack of, or limited access to, capital would adversely affect our suppliers’ ability to produce the materials we need for our operations and our customers’ ability to purchase our products or, in some cases, to pay for our products on a timely basis.
Legal, Regulatory, and Compliance
Certain proposed legislation and regulations may have an adverse impact on the economy in general and in our markets specifically, which may adversely affect our businesses. Our businesses may be negatively impacted by a variety of new or proposed legislation or regulations. For example, legislation and regulations proposing increases in taxation on, or heightened regulation of, greenhouse gas emissions may result in higher prices for steel, higher prices for utilities required to run our facilities, higher fuel costs for us and our suppliers and distributors, limitations on our ability to produce, use or sell certain products and other adverse impacts. To the extent that new legislation or regulations increase our costs, we may not be able to fully pass these costs on to our customers without a resulting decline in sales and adverse impact to our profits. Likewise, to the extent new legislation or regulations would have an adverse effect on the economy, our markets or the ability of domestic businesses to compete against foreign operations, we could also be adversely impacted.
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Changes to global data privacy laws and cross-border transfer requirements could adversely affect our businesses and operations. Our businesses depend on the transfer of data between our affiliated entities, to and from our business partners, and with third-party service providers, which may be subject to global data privacy laws and cross-border transfer restrictions. For example, the European Union has implemented the GDPR, which contains numerous requirements that must be complied with in connection with how we handle personal data related to our European-based operations and individuals. A number of U.S. states have also introduced and passed legislation to expand data breach notification rules and to mirror some of the protections provided by GDPR. While we take steps to comply with these legal requirements, the volatility and changes to the applicability of those laws may impact our ability to effectively transfer data across borders in support of our business operations. Compliance with GDPR, or other regulatory standards, could also increase our cost of doing business and/or force us to change our business practices in a manner adverse to our businesses. In addition, violations of GDPR, or other data security and privacy regulations, may result in significant fines, penalties and damage to our brands and businesses which could, individually or in the aggregate, materially harm our businesses and reputation.
Significant changes to the U.S. federal government’s trade policies, including new tariffs or the renegotiation or termination of existing trade agreements and/or treaties, may adversely affect our financial performance. In recent years, the U.S. federal government has altered U.S. international trade policy and has indicated its intention to renegotiate or terminate certain existing trade agreements and treaties with foreign governments. The U.S. federal government’s decision to implement new trade agreements, and/or withdraw or materially modify other existing trade agreements or treaties may adversely impact our business, customers and/or suppliers by disrupting trade and commercial transactions and/or adversely affect the U.S. economy or specific portions thereof.
Additionally, the U.S. federal government has imposed tariffs on certain foreign goods, including on certain steel products imported into the U.S. Although such steel tariffs may benefit portions of our business, these tariffs, as well as country-specific or product-specific exemptions, may also lead to steel price fluctuations and retaliatory actions from foreign governments and/or modifications to the purchasing patterns of our customers that could adversely affect our business. Restrictions on trade with foreign countries, imposition of customs duties or further modifications to U.S. international trade policy have the potential to disrupt our supply chain or the supply chains of our customers and to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof, potentially leading to negative effects on our business and financial condition.
Tax increases or changes in tax laws or regulations could adversely affect our financial results. We are subject to tax and related obligations in the jurisdictions in which we operate or do business, including state, local, federal and non-U.S. taxes. The taxing rules of the various jurisdictions in which we operate or do business often are complex and subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken and may assess taxes where we have not made tax filings or may audit the tax filings we have made and assess additional taxes. Some of these assessments may be substantial, and also may involve the imposition of penalties and interest.
In addition, governments could change their existing tax laws, impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial additional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely impact our results of operations and financial condition.
We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our results of operations and liquidity. Our results of operations or liquidity could be affected by an adverse ruling in any legal proceedings or investigations which may be pending against us or filed against us in the future. We are also subject to a variety of legal and compliance risks, including, without limitation, potential claims relating to product liability, product recall, privacy and information security, health and safety, labor and employment, environmental matters, intellectual property rights, taxes and compliance with U.S. and foreign export laws, anti-bribery laws, competition laws and sales and trading practices. While we believe that we have adopted appropriate risk management and compliance programs to address and reduce these risks, the global and diverse nature of our operations means that these risks will continue to exist and additional legal proceedings and contingencies may arise from time to time. The insurance we maintain may not be adequate, available to protect us in the event of a claim, or its coverage may be limited, canceled or otherwise terminated, or the amount of our insurance may be less than the related impact on our enterprise value after a loss. As appropriate, we establish reserves based on our assessment of contingencies, including contingencies for claims asserted against us in connection with certain legal proceedings. Adverse developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a reserve and require us to make payments in excess of our reserves, which could negatively affect our operations, financial results and cash flows. An adverse ruling or settlement or an unfavorable change in laws, rules or regulations could have a material adverse effect on our financial condition, results of operations or liquidity.
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Impairment Charges
Weakness or instability in the general economy, our markets or our results of operations could result in future asset impairments, which would reduce our reported earnings and net worth. Economic conditions remain fragile in some markets and the possibility remains that the domestic or global economies, or certain industry sectors that are key to our sales, may deteriorate. If certain of our operating segments are adversely affected by challenging economic and financial conditions, we may be required to record future impairments, which would negatively impact our results of operations.
Item 1B. — Unresol ved Staff Comments
None.
Item 1C. — Cybersecurity
We actively maintain an enterprise risk management program that includes information technology and cybersecurity risk management. Management’s role is to identify, mitigate, guide and review the efforts of our business units, consider whether the residual risks are acceptable, and approve plans to address potentially material risks. Cybersecurity is a key risk management category within our enterprise risk management program.
We have developed a program for assessing, identifying and managing material risks from cybersecurity threats to our information and information systems. Our cybersecurity program is designed to safeguard against an evolving threat landscape through effective identification, prevention, detection, response and recovery processes. Our cybersecurity risk management processes include frequent assessment of our top cybersecurity risks and mitigations. We have a comprehensive cybersecurity program which includes risk management designed to protect the confidentiality, integrity and availability of our information systems and maintain compliance.
The Audit Committee has primary responsibility for oversight of cybersecurity matters. The Audit Committee receives quarterly updates on compliance and cybersecurity from the CIO and CISO. These updates, cover a range of topics, including the performance of our cybersecurity program against established goals and external standards, insights into the evolving cybersecurity landscape, current events and recent cybersecurity threats, and enhancements to our cybersecurity program.
The CIO has extensive leadership experience with 25 years of experience in information technology, project management, business applications including manufacturing. The CISO is responsible for overseeing our cybersecurity risk management program , in coordination with the CIO and our other business leaders, including in the legal, internal audit, finance and risk management departments. The CISO has extensive cybersecurity knowledge and skills gained from over 25 years of technical and business experience in the cybersecurity and information security fields. The CISO reports directly to the CIO who in turn reports directly to the CEO . The CISO receives reports on cybersecurity threats on an ongoing basis and, regularly reviews risks to identify and mitigate data protection and cybersecurity risks. The CISO and CIO also work closely with our legal department to oversee compliance with applicable legal, regulatory and contractual security requirements.
Our cybersecurity and risk management program encompasses several key areas consisting of threat and vulnerability management that help to identify, prioritize and reduce cybersecurity gaps or weaknesses. We regularly educate and share best practices with our employees to raise awareness of cybersecurity threats creating a culture where everyone shares responsibility to help protect our sensitive data and information. All employees are regularly provided cybersecurity training and involved in phishing prevention campaigns to raise awareness. Our identity and access management program involves access controls for least privileged access and additional authentication methods. We have many cybersecurity systems including firewalls, intrusion detection systems, continuous monitoring by a full-time Security Operation Center to defend against unauthorized access. Incident response exercises are performed using our response and ransomware playbooks ensuring our readiness to response to cybersecurity events. We have a risk management program for our critical third-party vendors focusing on mitigating risks from external sources. Those third-party applications are monitored and access is reviewed including evaluating System and Organization Controls reports. We have an AI governance council and approval process who key activity is to review, evaluate risk of AI technology.
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Our cybersecurity program’s effectiveness is based on recognized best practices, standards, and frameworks for cybersecurity and information technology, including periodic evaluation against established quantifiable goals and other external benchmarks, including the Center for Internet Security, the National Institute of Standards and Technology and several other security frameworks. The evaluation is conducted through periodic internal and external risk assessments and compliance audits. We regularly engage third parties in order to help conduct evaluations and assessments and to advise us on the effectiveness of our cybersecurity program.
During fiscal 2025, the risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected , and are not reasonably likely to materially affect us or our strategy, results of operations or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. It is possible that we may not implement appropriate controls if we do not detect a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate the risks. Even when a risk is detected, disruptive events may not always be immediately and thoroughly interpreted and acted upon.
Item 2. — P roperties
Our principal corporate offices are located in an owned building in Columbus, Ohio, which also houses the principal corporate offices of our operating segments. We also own three facilities in Columbus, Ohio used for administrative and medical purposes. At May 31, 2025, including our consolidated and unconsolidated joint ventures, we owned or leased more than 4,000,000 square feet of space for operations, most of which is dedicated to manufacturing facilities. More details on these facilities are contained in the table below. We believe these facilities are well maintained and in good operating condition and are sufficient to meet our current needs. All of the locations we operate facilitate manufacturing and/or distribution activities.
Operating Segments
Operating Segment
Location
Number of facilities
Leased
Owned
Consumer Products
Kansas (2), New Jersey, Wisconsin
Building Products
Kentucky, Maryland, Ohio (3), Rhode Island, New Jersey (2), Norway, Portugal
Total
Consolidated Joint Venture
Joint Venture
Location
Number of facilities
Leased
Owned
Halo
Kentucky
Total
Unconsolidated Joint Ventures
Joint Venture
Location
Number of facilities
Leased
Owned
ClarkDietrich
California (2), Connecticut, Georgia, Illinois, Maryland, Missouri, Florida (2), Ohio (2), Oklahoma, Texas (2), Canada
Sustainable Energy Solutions
Austria, Germany, Poland
WAVE
California (2), Georgia, Maryland (2), Michigan, Nevada
Workhorse
Minnesota, South Dakota, Tennessee
Total
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Item 3. — Lega l 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 4. — Mine S afety Disclosures
Not applicable.
Supplemental Item — Information about the Executive Officers of Worthington Enterprises
The following table lists the names, ages, positions and term of present office of the individuals serving as executive officers of Worthington Enterprises as of July 30, 2025.
Name
Age
Position(s) with the Registrant
Present Office
Held Since
Joseph B. Hayek
President and Chief Executive Officer
Colin J. Souza
Vice President and Chief Financial Officer
James R. Bowes
President – Building Products
Kevin J. Chan
Vice President – Corporate Controller
Patrick J. Kennedy
Vice President – General Counsel and Secretary
Sonya L. Higginbotham
Senior Vice President & Chief of Corporate Affairs, Communications & Sustainability
Steven M. Caravati
President – Consumer Products
Joseph B. Hayek has served as President and CEO of Worthington Enterprises since November 1, 2024. Mr. Hayek served as Executive Vice President and Chief Financial and Operations Officer of Worthington Enterprises from December 2023 to November 2024 and Vice President and Chief Financial Officer from November 2018 to November 2023. Mr. Hayek served as Vice President and General Manager of our oil and gas equipment business unit from March 2017 to November 2018. From April 2014 to March 2017, Mr. Hayek served as Worthington Enterprises’ Vice President – Mergers & Acquisitions and Corporate Development. Prior to joining us, Mr. Hayek served as President of Sarcom, Inc. (n/k/a PCM Sales, Inc.), a value-added IT solutions provider and the largest division of PCM, Inc.
Colin J. Souza has served as Vice President and Chief Financial Officer of Worthington Enterprises since November 1, 2024. From December 2023 to November 2024, Mr. Souza served as Vice President – Finance. Prior to that, he held roles as Manager and then Director of Mergers & Acquisitions and Corporate Development from July 2019 to November 2023. Mr. Souza joined Worthington in 2011 and served in various finance and other capacities until July 2019.
James R. Bowes has served as President of Worthington Enterprises’ Building Products operating segment since December 2023. Mr. Bowes served as Vice President and General Manager of Worthington Enterprises’ Building Products operating segment from November 2022 to December 2023. Mr. Bowes served as General Manager of Worthington Cylinder Corporation’s low pressure business unit from October 2019 to November 2022. Mr. Bowes joined us in 2009 and served in numerous finance and other capacities from 2009 to 2019. Prior to joining us, Mr. Bowes spent three years in public accounting with Ernst & Young.
Kevin J. Chan has served as Vice President – Corporate Controller and the principal accounting officer of Worthington Enterprises since December 2023. Mr. Chan served as Director of Financial Reporting of Worthington Enterprises from November 2017 to November 2023 and Manager of Financial Reporting from November 2010 to November 2017. Prior to joining us in 2010, Mr. Chan served as Manager, External Reporting & Technical Accounting at Cardinal Health, Inc., a healthcare services and products company, for two years after spending the first three years of his career in the audit practice of KPMG LLP.
Patrick J. Kennedy has served as Worthington Enterprises’ Vice President – General Counsel and Secretary since January 2021. Mr. Kennedy served as Corporate Counsel of Worthington Enterprises from June 2018 to December 2020, and was a participant in the Worthington Industries Rotational Experience and Development (WIRED) program from June 2016 to May 2018. Prior to joining us, Mr. Kennedy was a partner with the law firm Ice Miller LLP, where he was a member of the firm’s business law group.
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Sonya L. Higginbotham has served as Senior Vice President and Chief of Corporate Affairs, Communications and Sustainability of Worthington Enterprises since December 2023. Ms. Higginbotham served as Vice President of Corporate Communications & Brand Management of Worthington Enterprises from September 2018 to December 2023. Ms. Higginbotham served as Director of Corporate Communications of Worthington Enterprises from November 2006 to September 2018. Ms. Higginbotham joined us in 1997 and served in numerous communications capacities from 1997 to 2006.
Steven M. Caravati has served as President of Worthington Enterprises’ Consumer Products operating segment since June 2021. Mr. Caravati served as General Manager of Worthington Cylinder Corporation’s consumer products business unit from June 2019 to May 2021 and Director of Sales for the consumer products business unit from July 2014 to May 2019. Mr. Caravati joined us in 2005 and served in numerous sales capacities from 2005 to 2014.
Executive officers serve at the pleasure of the Board. There are no family relationships among any of Worthington Enterprises’ executive officers or directors. No arrangements or understandings exist pursuant to which any individual has been, or is to be, selected as an executive officer of Worthington Enterprises.
PAR T II
Item 5. — Market for Registrant's Common Equity, Related St ockholder Matters and Issuer Purchases of Equity Securities
Common Shares Information
The common shares trade on the NYSE under the symbol WOR. As of July 23, 2025, Worthington Enterprises had 5,767 registered shareholders.
The Board reviews the declaration and payment of a dividend on a quarterly basis and establishes the dividend rate based upon Worthington Enterprises’ financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other factors which the directors may deem relevant. While Worthington Enterprises has paid a dividend every quarter since becoming a public company in 1968, there is no guarantee this will continue in the future. We currently have no material contractual or regulatory restrictions on the payment of dividends.
For additional information on the Worthington Enterprises dividend policy, see “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Dividend Policy.”
Shareholder Return Performance
The following information in this Item 5 of this Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or Regulation 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information into such a filing.
The following stock performance graph and table compare the cumulative total stockholder return on the common shares with the cumulative total return of the S&P SmallCap 600 Index and the S&P SmallCap 600 Industrials Index for each of the last five fiscal years ended May 31, 2025, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends. The comparisons in the graph and table below are based upon historical data and are not indicative of, nor intended to forecast, the future performance of the common shares.
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Worthington Enterprises, Inc.
S&P SmallCap 600
S&P SmallCap 600 Industrials Index
Data and graph provided by Zacks Investment Research, Inc. Copyright© 2025, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved. Used with permission .
Unregistered Sales of Equity Securities
There were no equity securities of Worthington Enterprises sold by Worthington Enterprises during fiscal 2025 that were not registered under the Securities Act.
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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 repurchases. 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.
Total Number of
Common Shares
Purchased as
Maximum Number of
Total Number
Average Price
Part of Publicly
Common Shares that
of Common
Paid per
Announced
May Yet Be
Shares
Common
Plans or
Purchased Under the
Period
Purchased
Share
Programs
Plans or Programs (1)
March 1-31, 2025
April 1-30, 2025
May 1-31, 2025
Total
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 20, 2019, the Board authorized the repurchase of up to 6,600,000 common shares. On March 24, 2021, the Board authorized the repurchase of up to an additional 5,618,464 common shares, increasing the total number of common shares then authorized for repurchase to 10,000,000 (net of previously repurchased common shares). A total of 4,635,000 common shares have been repurchased since the latest authorization, leaving 5,365,000 common shares available for repurchase under these authorizations at May 31, 2025, and such authorizations are not subject to a fixed expiration date. The common shares available for repurchase under the authorizations 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.
It em 6. — Reserved
Item 7. — Management’s Discussion and Analysis o f Financial Condition and Results of Operations
This MD&A contains forward-looking statements within the meaning of the PSLRA. Such forward-looking statements are based, in whole or in part, on management’s beliefs, estimates, assumptions and currently available information. For a more detailed discussion of what constitutes a forward-looking statement and of some of the factors that could cause actual results to differ materially from such forward-looking statements, please refer to the “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-K and “Part I - Item 1A. - Risk Factors” of this Form 10-K.
This MD&A should be read in conjunction with our consolidated financial statements and the related Notes in this Form 10-K. It is intended to provide insight into the financial condition and results of operations to allow investors to view the Company from the perspective of management. The historical results discussed herein include the operations of Worthington Steel, which are presented as discontinued operations in all periods prior to the Separation, as further described in “Note A – Summary of Significant Accounting Policies.”
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 new products and applications, and pursuing strategic investments and acquisitions.
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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 grills and pizza ovens sold primarily to mass merchandisers, retailers and distributors.
Our Building Products business is a market-leading provider of pressurized containment solutions, providing critical components in the residential, non-residential, and repair and remodel end markets through essential categories, 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, respectively. 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.
Activity outside of our two reportable segments is presented within “Other” and “Unallocated Corporate” as described further below.
Other includes the activity of our Sustainable Energy Solutions and Workhorse unconsolidated joint ventures, as well as the activity of our former Sustainable Energy Solutions operating segment, on an historical basis, through May 29, 2024.
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, including direct and incremental costs incurred in connection with the Separation but not attributed to discontinued operations in fiscal 2024 and fiscal 2023.
Separation of the Steel Processing Business
On December 1, 2023, we completed the Separation of our former steel processing business into a separate public company in a transaction intended to qualify as tax free to our shareholders, which was accomplished via the Distribution. Worthington Steel is an independent public company trading under the symbol “WS” on the NYSE. Following the Separation, Worthington Industries, Inc. changed its name to Worthington Enterprises, Inc. and its common shares continue trading on the NYSE under the ticker symbol “WOR.” In connection with the Separation, we received a one-time cash dividend of $150.0 million from Worthington Steel, the proceeds of which were used to pay off in full the 2024 Notes. The dividend was funded by cash drawn on the Worthington Steel Credit Facility of $175.0 million immediately prior to the Distribution.
Acquisitions and Divestitures
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 the acquisition date fair value of contingent consideration that was settled in March 2025 for approximately $11.5 million, resulting in incremental expense in restructuring and other expense, net in our consolidated statement of earnings of $4.5 million. See “Note P – Acquisitions” for additional information.
Fiscal 2024
On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe. We now hold a 49% noncontrolling equity stake in the joint venture, which is accounted for under the equity method. Our retained interest does not qualify as a standalone operating segment and is reported within Other. As a result of the transaction, the financial position and results of operations of the former Sustainable Energy Solutions business are reflected in Other on a historical basis through May 29, 2024 and post deconsolidation. See “Note O – Segment Data” for additional information.
On February 1, 2024, we acquired an 80% ownership stake in Halo, an affiliate of HPG, an asset-light business with technology-enabled solutions in the outdoor cooking space. The total purchase price was approximately $9.6 million. Refer to “Note P – Acquisitions” for additional information.
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Factors Affecting Revenues
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.
The macroeconomic and geopolitical environment remained complex and evolving through the end of fiscal 2025, as easing inflation was offset by continued elevated interest rates, slowing economic activity, and heightened global tensions. U.S. GDP declined at an annualized rate of 0.5% during the first quarter of calendar year 2025, down sequentially from 2.4% growth in the fourth quarter of calendar year 2024, signaling a clear loss of economic momentum. Inflation continued to moderate, with the Consumer Price Index rising 2.4% year-over-year in May 2025, down from 3.1% in February 2025, and moving closer to the Federal Reserve’s 2% target. The Federal Reserve held the federal funds rate steady at 4.25% – 4.50% during the fiscal 2025 fourth quarter, while borrowing costs remained high; the average 30-year fixed mortgage rate was 6.89% at the end of May 2025, relatively unchanged from May 2024. In May 2025, the U.S. and China began a 90-day trade negotiation period following mutual tariff reductions, offering tentative relief on the trade front, even as U.S. military strikes on Iranian nuclear facilities raised geopolitical risk and market volatility.
We believe these dynamics — tight credit conditions, softening industrial activity, and global uncertainty — continued to weigh on both consumer and business sentiment throughout fiscal 2025 and may impact new activity across our key end markets entering fiscal 2026. Within our Consumer Products segment, inflation-driven cost consciousness and elevated interest rates influenced discretionary purchases and contributed to cautious buying patterns. In Building Products, rising financing costs constrained new construction demand, while slowing industrial activity impacted select commercial and infrastructure-related channels. We expect demand to remain uneven in the near term.
Inventory Management
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 the Consumer Products segment, where a large volume of products flow through big box retailers.
During fiscal 2025, inventory positions for most of our key customers was aligned with end-user demand, and ordering behavior become more consistent with point-of-sale trends. While we expect our customers to remain sensitive to the softer macroeconomic environment, we believe the broad destocking cycle impacting fiscal 2024 has largely run its course. We continue to monitor customer inventory and sell-through levels closely and remain focused on aligning production, fulfillment, and working capital strategies accordingly.
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 the Building Products segment. 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 publicly available economic data and leading indicators across our key end markets. The table and discussion that follow summarize select indicators that we monitor on a regular basis and that we believe are most relevant to our near-term outlook.
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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.
Overall demand across our key end markets remained mixed, but generally stable during fiscal 2025. In residential construction, U.S. private housing starts declined 5% from May 2024, and the HMI fell to 34, its lowest level since November 2023 and second-lowest since June 2012, signaling a notably subdued new home pipeline. We believe homebuilder sentiment continues to be weighed down by persistently high mortgage rates, tariff-driven increases in material costs, and broader macroeconomic uncertainty. In non-residential construction, the ABI has remained below the 50-point growth threshold for more than a year, indicating that broad-based commercial and institutional starts will likely remain uneven. However, demand tied to data centers and federally funded manufacturing projects continues to be a bright spot. The repair and remodel industry has shown encouraging signs, with Harvard’s LIRA projecting homeowner improvement spending to rise approximately 2.5% through early 2026, supporting steady demand for many of our tools and DIY products. Taken together, we anticipate continued caution from both consumers and builders and expect demand across our key end markets to remain mixed in the near term.
Factors Affecting Operating Costs
Raw Materials
Our largest raw material expenditures include cold-rolled and hot-rolled steel, propane, propylene, and aluminum. Fluctuations in the prices of these inputs have a direct impact on our cost of goods sold and overall financial performance.
Steel remains our most significant direct material cost across both the Consumer Products and Building Products segments. During fiscal 2025, prices for both hot-rolled and cold-rolled steel moderated from the elevated levels experienced in fiscal 2024. This decline contributed to improved spread as we maintained consistent pricing discipline across our product portfolio. Our sourcing strategy, combining firm-price contracts for select inputs with index-based agreements for others, allowed us to manage volatility and capture cost advantages as prices declined.
In contrast, aluminum costs increased during fiscal 2025, largely driven by changes to U.S. trade policy. In the fourth quarter of fiscal 2025, Section 232 tariffs on imported aluminum were raised from 25% to 50%, significantly increasing the cost of certain components used in our products. 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 into fiscal 2026.
Other key inputs such as propane and propylene were relatively stable throughout fiscal 2025, with a portion of our requirements secured through fixed-price agreements. Helium and other gases also declined modestly in cost compared to fiscal 2024, benefiting margins in select consumer-facing product lines.
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.
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Seasonality
Historically, sales tend to be stronger in the third and fourth quarters of our fiscal year for our Consumer Products businesses when our facilities perform at seasonal peaks, matching consumer demand. Sales in our Building Products businesses 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
Fiscal 2025 Compared to Fiscal 2024
The tables throughout this section present, on a comparative basis, our consolidated results of operations for the periods presented. For a discussion of the non-GAAP financial measures presented in the following table, as well as a reconciliation of the differences between each non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP, refer to the “Use of Non-GAAP Financial Measures and Definitions” section preceding Part I, Item 1 of this Form 10-K.
Change
GAAP Financial Measures
Net sales
Operating loss
Earnings before income taxes
Net earnings from continuing operations attributable to controlling interest
Equity income
EPS from continuing operations - diluted
Non-GAAP Financial Measures (1)
Adjusted operating income
Adjusted EBITDA from continuing operations
Adjusted EPS from continuing operations - diluted
Reconciliations for each of these non-GAAP financial measures to their most comparable GAAP financial measure is provided in the “Use of Non-GAAP Financial Measures and Definitions” section.
Net Sales and Volume
The following table provides a breakdown of consolidated net sales by operating segment for the periods indicated:
Change
Consumer Products
Building Products
Total reportable segments
Other
Consolidated
The following table provides volume (in units) by operating segment for the periods presented:
Change
Units
Consumer Products
Building Products
Total reportable segments
Other
Consolidated
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Consumer Products – Net sales totaled $499.7 million in fiscal 2025, an increase of $4.4 million, or 0.9%, from the prior fiscal year, primarily due to higher volumes and a slightly favorable product mix.
Building Products – Net sales totaled $654.1 million in fiscal 2025, an increase of $35.1 million, or 5.7%, compared to the prior fiscal year, which was largely driven by contributions from Ragasco and favorable product mix, partially offset by lower overall volumes, excluding Ragasco.
Other – Net sales in the prior year period are related to our former Sustainable Energy Solutions operating segment, which
was deconsolidated on May 29, 2024, when we sold a 51% interest in the business. In periods after the sale
transaction, our 49% retained interest is accounted for under the equity method as discussed in “Note C – Investments in Unconsolidated Affiliates.”
Gross profit
Change
Gross profit
Gross margin %
Gross profit was $319.0 million in fiscal 2025, an increase of $34.0 million, or 11.9%, over the prior fiscal year, driven by higher contributions from both Consumer Products and Building Products. In Consumer Products, gross profit increased $15.8 million on favorable product mix and higher overall volume. In Building Products, gross profit increased $21.5 million on contributions from Ragasco and favorable mix. In addition to the factors described above, gross margin benefited from the deconsolidation of our Sustainable Energy Solutions business on May 29, 2024.
Change
Net Sales %
SG&A was $268.4 million in fiscal 2025, a decrease of $15.1 million, or 5.3%, from the prior fiscal year. The decrease was primarily attributable to the elimination of certain corporate costs that no longer exist following the Separation, but were included in net earnings from continuing operations in the prior year, as well as the net impact of acquisitions and divestitures. This was partially offset by higher profit sharing and bonus expense to correspond with the improvement in pre-tax earnings.
Other Operating Items
Change
Impairment of goodwill and long-lived assets
Restructuring and other expense, net
Separation costs
Impairment activity in fiscal 2025 primarily reflects the non-cash write-down of intangible assets associated with GTI, totaling $50.1 million. Impairment charges in the prior fiscal year related primarily to the impairment of goodwill and other assets immediately prior to the deconsolidation of our Sustainable Energy Solutions business in May 2024. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information.
Restructuring and other expense, net during fiscal 2025 included a $4.5 million increase in the fair value of the contingent liability associated with the Ragasco earnout arrangement, as well as stock-based compensation expense of $2.6 million related to the accelerated vesting of certain equity awards upon the retirement of our former CEO. Restructuring charges in the prior fiscal year were primarily related to the deconsolidation of our Sustainable Energy Solutions business.
Separation costs in the prior fiscal year reflect direct and incremental costs incurred in connection with the Separation and attributable to our continuing operations.
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Other Non-Operating Items
Change
Miscellaneous expense, net
Miscellaneous expense in fiscal 2025 was driven primarily by the write down of an investment in notes receivable that was determined to be other than temporarily impaired, resulting in a pre-tax charge of $5.0 million. Miscellaneous expense in fiscal 2024 was primarily driven by (1) the annuitization of the remaining projected benefit obligation of the inactive Gerstenslager Plan, which resulted in a pre-tax charge of $8.0 million and (2) the write-down of an investment in notes receivable that was determined to be other than temporarily impaired, resulting in a pre-tax charge of $11.2 million.
Equity Income
Change
WAVE (1)
ClarkDietrich (1)
Other (2)
Equity income
Equity income contributed by WAVE and ClarkDietrich is reported within our Building Products segment.
Includes our share of equity earnings of the Workhorse and the Sustainable Energy Solutions joint ventures.
Equity income totaled $144.8 million in fiscal 2025, a decrease of $22.9 million compared to the prior fiscal year, as higher contributions from WAVE were offset by a decline at ClarkDietrich, down $19.0 million, largely due to margin compression driven by lower steel prices. The decrease also reflects lower contributions from Workhorse, which benefited from a $2.8 million gain in the prior fiscal year, and from the Sustainable Energy Solutions joint venture, which included a $3.4 million non-cash impairment charge in fiscal 2025.
Income Tax Expense
Change
Income tax expense
Annual ETR
Annual adjusted ETR
Income tax expense totaled $33.8 million in fiscal 2025, compared to $39.0 million in the prior fiscal year. The decrease was primarily due to the impact of one-time discrete tax charges related to the Separation and charges associated with the deconsolidation of our Sustainable Energy Solutions business in the prior fiscal year, partially offset by higher pre-tax earnings in fiscal 2025. The effective tax rate for fiscal 2025 was 26.1%, compared to 52.6% in the prior fiscal year. On an adjusted basis, the annual effective tax rate was 23.0% in fiscal 2025, compared to 23.5% in the prior fiscal year. Refer to “Note M – Income Taxes” for additional information.
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The following table provides a summary of adjusted EBITDA from continuing operations by reportable segment, a non-GAAP financial measure, along with the respective percentage of net sales for each reportable segment and on a consolidated basis. Refer to the “Use of Non-GAAP Financial Measures and Definitions” section preceding Part I, Item 1 of this Form 10-K for additional information regarding our use of non-GAAP financial measures. A reconciliation of earnings before income taxes from continuing operations to adjusted EBITDA from continuing operations is provided in “Note O – Segment Data.”
Change
Net Sales
Net Sales
Consumer Products
Building Products
Total reportable segments
Other
Unallocated Corporate
Consolidated
Consumer Products – Adjusted EBITDA from continuing operations totaled $82.7 million in fiscal 2025, an increase of $13.1 million, or 18.8%, compared to the prior fiscal year. The increase was primarily driven by favorable product mix and higher overall volume.
Building Products – Adjusted EBITDA from continuing operations was $211.3 million, an increase of $1.2 million, or 0.6% compared to the prior fiscal year. The increase was largely due to contributions from Ragasco and favorable product mix, nearly offset by lower overall volume, excluding Ragasco, and lower overall contributions of equity income.
Other – Adjusted EBITDA from continuing operations improved $0.6 million compared to the prior fiscal year, driven by lower losses following the deconsolidation of our former Sustainable Energy Solutions operating segment in May 2024, partially offset by lower equity earnings from Workhorse, which benefited from a $2.8 million gain related to the divestiture of its Brazilian operations in the prior year period.
Unallocated Corporate – Unallocated SG&A increased $2.5 million compared to the prior fiscal year, primarily due to higher profit sharing and bonus expense to correspond with improvements in pre-tax earnings.
Fiscal 2024 Compared to Fiscal 2023
For a comparison of our results of operations for fiscal 2024 and fiscal 2023, see “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal 2024 Compared to Fiscal 2023” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed with the SEC on July 30, 2024.
Liquidity and Capital Resources
During fiscal 2025, we generated $209.7 million of cash from operating activities, invested $50.6 million in property, plant and equipment, spent $95.0 million to acquire Ragasco, and received $11.4 million for the sale of 51% of our former Sustainable Energy Solutions operating segment. Additionally, we paid $30.9 million to repurchase 700,000 common shares and paid dividends of $33.9 million on the common shares during fiscal 2025.
Net cash provided by operating activities
Net cash used by investing activities
Net cash used by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
The cash flows related to discontinued operations have not been segregated. Accordingly, the consolidated statements of cash flows include the results of discontinued operations. See “Note B – Discontinued Operations” for a summarization of significant non-cash items related to discontinued operations
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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 the next 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. The Credit Facility had a total of $500.0 million of borrowing capacity available to be drawn as of May 31, 2025.
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 and 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 $209.7 million during fiscal 2025, compared to $290.0 million during fiscal 2024. The decrease was primarily due to lower net earnings in fiscal 2025 driven by the Separation and a $33.7 million decrease in dividends received from unconsolidated joint ventures.
Investing Activities
Net cash used by investing activities was $135.1 million during fiscal 2025, compared to $140.8 million during fiscal 2024. Net cash used by investing activities during fiscal 2025 was driven primarily by the acquisition of Ragasco for $95.0 million, including an earnout, and capital expenditures of $50.6 million, partially offset by $11.5 million of proceeds from the sale of 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment on May 29, 2024. Net cash used by investing activities in fiscal 2024 resulted primarily from capital expenditures of $83.5 million, investment in notes receivable of $14.9 million, a deposit of $11.4 million for the June 3, 2024 acquisition of Ragasco, and the acquisitions of Halo and Voestalpine for net cash consideration of $9.6 million and $21.0 million, respectively.
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 needed additional financing will be available on satisfactory terms if required.
Financing Activities
Net cash used by financing activities was $68.8 million in fiscal 2025 compared to $359.9 million in fiscal 2024. The change was primarily due to activity related to the Separation transaction including the net distribution of $68.0 million to Worthington Steel and net proceeds of $172.2 million under Worthington Steel’s short-term credit facilities, which were assumed by Worthington Steel. During fiscal 2025, we paid $30.9 million to repurchase 700,000 common shares and paid dividends of $33.9 million on the common shares. During fiscal 2024, we redeemed in full our 2026 Notes for $243.6 million and our 2024 Notes for $150.0 million, as further discussed in “Note H – Debt.”
Long-term debt – We typically use the net proceeds from long-term debt for acquisitions, refinancing of outstanding debt, capital expenditures and general corporate purposes. As of May 31, 2025, we were in compliance with the covenants in our long-term debt agreements. Our long-term debt agreements do not include ratings triggers or material adverse change provisions.
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Short-term borrowings – Our short-term debt agreements do not include ratings triggers or material adverse change provisions. As of May 31, 2025, we were in compliance with the covenants in our short-term debt agreements.
We maintain the $500.0 million Credit Facility that matures 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 Simple SOFR, the Prime Rate of PNC Bank, National Association, or the Overnight Bank Funding Rate. The applicable margin is determined by our credit rating. There were no borrowings outstanding under the Credit Facility at May 31, 2025.
As discussed in “Note G – Guarantees,” we had in place $9.5 million in outstanding letters of credit for third-party beneficiaries as of May 31, 2025. No amounts were drawn against these outstanding letters of credit at May 31, 2025, and the fair value of these guaranteed instruments, based on premiums paid, was not material.
Common shares – During fiscal 2025, we declared dividends totaling $0.68 per common share at a quarterly rate of $0.17 per common share. During fiscal 2024, we declared dividends totaling $0.96 per common share, which consisted of three quarters of declared dividends under our pre-Separation capital structure and one quarter as a standalone company. Dividends paid on our common shares totaled $33.9 million in fiscal 2025 compared to $56.8 million during fiscal 2024. On June 23, 2025, the Board declared a quarterly dividend of $0.19 per common share for the first quarter of fiscal 2026, a $0.02 per share increase from the previous quarterly rate. The dividend is payable on September 29, 2025 to shareholders of record at the close of business on September 15, 2025.
On March 20, 2019, the Board authorized the repurchase of up to 6,600,000 of the common shares. On March 24, 2021, the Board authorized the repurchase of up to an additional 5,618,464 of the common shares, increasing the total number of common shares then authorized for repurchase to 10,000,000 (net of previously repurchased common shares). The total number of common shares available for repurchase under these authorizations at May 31, 2025 was 5,365,000.
These 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.
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.
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Recently Adopted Accounting Standards
Refer to “Note A – Summary of Significant Accounting Policies” for additional information.
Environmental
We do not believe that compliance with environmental laws has or will have a material effect on our capital expenditures, future results of operations or financial position or competitive position.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to 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 our consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. 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 estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations. Although actual results historically have not deviated significantly from those determined using our estimates, as discussed below, 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 such policies. The following accounting estimates are considered to be the most critical to us, as these are the primary areas where financial information is subject to our estimates, assumptions and judgment in the preparation of our consolidated financial statements.
Impairment of Goodwill and Indefinite-Lived Long-Lived Assets
Critical estimate: Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that impairment may be present. Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. We test goodwill at the operating segment level as we have determined that the characteristics of the reporting units within each operating segment are similar and allow for their aggregation in accordance with the applicable accounting guidance.
For goodwill and indefinite lived intangible assets, we test for impairment by first evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If there are no concerns raised from this evaluation, no further testing is performed. If, however, our qualitative analysis indicates it is more likely than not that the fair value is less than the carrying amount, a quantitative analysis is performed. The quantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the respective carrying amount, and an impairment loss is recognized in our consolidated statements of earnings equivalent to the excess of the carrying amount over the fair value.
Assumptions and judgments: When performing a qualitative assessment, judgment is required when considering relevant events and circumstances that could affect the fair value of the indefinite lived intangible asset or reporting unit to which goodwill is assigned. Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of the indefinite lived intangible asset or reporting unit to which goodwill is assigned. If a quantitative analysis is required, assumptions are required to estimate fair value, both at the individual asset and enterprise level, to compare against the carrying value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions.
During the fourth quarter of fiscal 2025, we were able to qualitatively conclude that the goodwill associated with our Consumer Products and Building Products reporting units was not impaired. We also determined that our indefinite-lived intangible assets were not impaired, with the exception of those related to GTI. During the fourth quarter of fiscal 2025, we identified an impairment indicator for the long-lived assets of the GTI business within the Consumer Products operating segment. As a result, we conducted an impairment review of the GTI asset group and concluded that the fair value of its indefinite-lived intangible assets was below their carrying amount. Accordingly, we recognized an impairment charge in the fourth quarter of fiscal 2025 to reduce the carrying value of the assets to their estimated fair market values. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information.
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Impairment of Definite-Lived Long-Lived Assets
Critical estimate: We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value.
Assumptions and judgments: When performing the comparison of the sum of the undiscounted cash flows of the asset or asset group to its respective carrying amount, judgment is required when forming the basis for underlying cash flow forecast assumptions. If the second step of the impairment test is required, assumptions are required to estimate the fair value to compare against the carrying value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions.
During the fourth quarter of fiscal 2025, we identified an impairment indicator for the GTI business within the Consumer Products operating segment. As a result, we performed a recoverability test on the GTI asset group, which indicated that the carrying amount was not fully recoverable. We subsequently measured and recognized an impairment charge to write down GTI’s primary finite-lived intangible asset to its estimated fair value. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information.
Income Taxes
Critical estimate: In accordance with the authoritative accounting guidance, we account for income taxes using the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and deferred tax liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities. We evaluate the deferred tax assets to determine whether it is more likely than not that some, or a portion, of the deferred tax assets will not be realized, and provide a valuation allowance as appropriate. Changes in existing tax laws or rates could significantly impact the estimate of our tax liabilities.
Assumptions and judgments: Significant judgment is required in determining our tax expense and in evaluating our tax positions. In accordance with accounting literature related to uncertainty in income taxes, tax benefits from uncertain tax positions that are recognized in our consolidated financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We have reserves for income taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities. It is our policy to record these in income tax expense. While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions. These reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues, and release of administrative guidance or court decisions affecting a particular tax issue. We have provided for the amounts we believe will ultimately result from these changes; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. Such differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. See “Note M – Income Taxes” for further information.
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Business Combinations
Critical estimate: We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available. For the valuation of intangible assets acquired in a business combination, we typically use an income approach. The purchase price allocated to the intangible assets is based on unobservable assumptions, inputs and estimates, including but not limited to, forecasted revenue growth rates, projected expenses, discount rates, customer attrition rates, royalty rates, and useful lives, among others.
Assumptions and judgments: Significant assumptions, which vary by the class of asset or liability, are forward looking and could be affected by future economic and market conditions. We engage third-party valuation specialists who review our critical assumptions and prepare the calculation of the fair value of acquired intangible assets in connection with significant business combinations. The excess of the purchase price over the fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Item 7A. – Quantitative and Qualita tive Disclosures About Market Risk
In the normal course of business, we are exposed to various market risks. We continually monitor these risks and regularly develop appropriate strategies to manage them. Accordingly, from time to time, we may enter into certain financial and commodity-based derivative financial instruments. These instruments are used primarily to mitigate market exposure. Refer to “Note Q – Derivative Instruments and Hedging Activities” for additional information.
Interest Rate Risk
We are exposed to changes in interest rates primarily as a result of our borrowing and investing activities to maintain liquidity and fund operations. The nature and amount of our long-term and short-term debt can be expected to fluctuate as a result of business requirements, market conditions and other factors. We manage exposures to interest rates using a mix of fixed and variable rate debt. We use interest rate swap instruments to manage our exposure to interest rate movements. We are subject to interest rate volatility on our Credit Facility to the extent it is utilized. However, there were no outstanding borrowings under the Credit Facility as of May 31, 2025 or during fiscal 2025. Therefore, a hypothetical increase of 100 basis points in the benchmark rates would have had no impact on interest expense, net during fiscal 2025. See “Note H – Debt” for additional information.
We entered into an interest rate swap in June 2017, in anticipation of the issuance of the 2032 Notes. Refer to “Note H – Debt” for additional information regarding the 2032 Notes. The interest rate swap had a notional amount of $150.0 million to hedge the risk of changes in the semi-annual interest rate payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 15-year fixed-rate debt. Upon pricing of the 2032 Notes, the derivative financial instrument was settled resulting in a gain of approximately $3.1 million, which was reflected in AOCI in our consolidated statements of equity and will be recognized in earnings, as a decrease to interest expense, over the life of the 2032 Notes.
We entered into an interest rate swap in March 2014, in anticipation of the issuance of the 2026 Notes. Refer to “Note H – Debt” for additional information regarding the 2026 Notes. The interest rate swap had a notional amount of $150.0 million to hedge the risk of changes in the semi-annual interest payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 12-year fixed-rate debt. Upon pricing of the 2026 Notes, the derivative financial instrument was settled and resulted in a loss of approximately $3.1 million, a significant portion of which was reflected within AOCI in our consolidated statements of equity and was recognized in earnings, as an increase to interest expense, over the life of the related 2026 Notes. On July 28, 2023, when we redeemed the 2026 Notes in full and released the then remaining amount deferred in AOCI associated with this interest rate swap.
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Foreign Currency Exchange Risk
The translation of foreign currencies into U.S. dollars subjects us to exposure related to fluctuating foreign currency exchange rates. While derivative financial instruments are not used to manage this risk, we have designated our Euro denominated debt, which was assumed by our U.S. parent company in connection with the deconsolidation of our former Sustainable Energy Solutions business, as a non-derivative hedge of the net investment in our European-based foreign operations in Portugal. We also make use of forward contracts to manage exposure to certain intercompany loans with our foreign affiliates as well as exposure to transactions denominated in a currency other than the related foreign affiliate’s local currency. At May 31, 2025, the difference between the contract and book value of these forward contracts was not material to our consolidated financial position, results of operations or cash flows. A 10% change in the foreign currency exchange rate to the U.S. dollar forward rate is not expected to materially impact our consolidated financial position, results of operations or cash flows. A sensitivity analysis of changes in the U.S. dollar exchange rate on these foreign currency-denominated contracts indicates that if the U.S. dollar uniformly weakened by 10% against all of these foreign currency exposures, the fair value of these forward contracts would not be materially impacted. Any resulting changes in fair value would be offset by changes in the underlying hedged balance sheet position. A sensitivity analysis of changes in the foreign currency exchange rates of our foreign locations indicates that a 10% increase in those rates would not have materially impacted our net results. The sensitivity analysis assumes a uniform shift in all foreign currency exchange rates. The assumption that foreign currency exchange rates change in uniformity may overstate the impact of changing foreign currency exchange rates on assets and liabilities denominated in a foreign currency.
Commodity Price Risk
We are exposed to market risk for price fluctuations on purchases of steel, natural gas, copper, zinc and other raw materials as well as our utility requirements. We attempt to negotiate the best prices for commodities and to competitively price products and services to reflect the fluctuations in market prices. Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in the cost of certain commodities, including steel, natural gas, zinc, copper and other raw materials. These contracts covered periods commensurate with known or expected exposures throughout fiscal 2025. The derivative financial instruments were executed with highly rated financial institutions. No credit loss is anticipated.
A sensitivity analysis of changes in the price of hedged commodities indicates that a 10% decline in the market prices of steel, zinc, copper, natural gas or any combination of these would not have a material impact to the value of our hedges or our reported results.
The fair values of our outstanding derivative positions at May 31, 2025 and 2024 are summarized below. Fair values of these derivative financial instruments do not consider the offsetting impact of the underlying hedged item.
Commodity contracts
Foreign currency exchange contracts
Total
Safe Harbor
Quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management’s opinion about risks associated with the use of derivative financial instruments. These statements are based on certain assumptions with respect to market prices and industry supply of, and demand for, steel products and certain raw materials. To the extent these assumptions prove to be inaccurate, future outcomes with respect to hedging programs may differ materially from those discussed in the forward-looking statements. Refer to the “Cautionary Note Regarding Forward-Looking Statements” section at the beginning of this Form 10-K for additional information.
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Item 8. — Financial Statem ents and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM
PAGE
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note A - Summary of Significant Accounting Policies
Note B - Discontinued Operations
Note C - Investments in Unconsolidated Affiliates
Note D - Goodwill and Other Long-Lived Assets
Note E - Restructuring and Other Expense (Income), Net
Note F - Contingent Liabilities and Commitments
Note G - Guarantees
Note H - Debt
Note I - Comprehensive Income (Loss)
Note J - Equity
Note K - Stock-Based Compensation
Note L - Employee Retirement Plans
Note M - Income Taxes
Note N - Earnings Per Share
Note O - Segment Data
Note P - Acquisitions
Note Q - Derivative Instruments and Hedging Activities
Note R - Fair Value Measurements
Note S - Leases
Note T - Related Party Transactions
Note U - Subsequent Events
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Worthington Enterprises, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Worthington Enterprises, Inc. and subsidiaries (the Company) as of May 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended May 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended May 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July 30, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sufficiency of audit evidence over equity in net income of unconsolidated affiliates
As discussed in Notes A and C to the consolidated financial statements, the Company has four unconsolidated affiliates as of May 31, 2025, which are recognized using the equity method of accounting. The Company recorded $144,836 thousand of equity in net income of unconsolidated affiliates for the year ended May 31, 2025.
We identified the evaluation of the sufficiency of audit evidence over equity in net income of unconsolidated affiliates as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required subjective auditor judgment because of the nature of the unconsolidated affiliates, including the ownership structures, fiscal year ends, and financial results. This included determination of the unconsolidated affiliates for which procedures were performed.
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The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over equity in net income of unconsolidated affiliates, including the determination of the unconsolidated affiliates for which those procedures were to be performed. For certain unconsolidated affiliates, we evaluated the design and tested the operating effectiveness of internal controls over the Company’s unconsolidated affiliates process, including controls over the accurate recording of equity in net income of unconsolidated affiliates. For certain unconsolidated affiliates, we compared the equity in net income recorded in the consolidated financial statements with the audited financial statements of the unconsolidated affiliates. For one unconsolidated affiliate, we 1) performed a software-assisted data analysis to test the relationship among certain revenue transactions and 2) selected a sample of transactions and assessed the recorded net sales by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers and shipping documentation.. Additionally, we selected a sample of transactions and assessed the recorded cost of sales by comparing the amounts recognized for consistency with underlying documentation. We also developed an expectation of certain selling, general and administrative expenses based on the change in net sales and compared the expectation to the amount recorded. We evaluated the sufficiency of audit evidence obtained over equity in net income of unconsolidated affiliates by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.
/s/ KPMG LLP
We have served as the Company's auditor since 2001.
Indianapolis, Indiana
July 30, 2025
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WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED B ALANCE SHEETS
(In thousands)
May 31,
ASSETS
Current assets:
Cash and cash equivalents
Receivables, less allowances of $ 907 and $ 343 , respectively
Inventories:
Raw materials
Work in process
Finished products
Total inventories
Income taxes receivable
Prepaid expenses and other current assets
Total current assets
Investments in unconsolidated affiliates
Operating lease assets
Goodwill
Other intangible assets, net of accumulated amortization of $ 88,887 and $ 83,242 , respectively
Other assets
Property, plant and equipment:
Land
Buildings and improvements
Machinery and equipment
Construction in progress
Total property, plant and equipment
Less: accumulated depreciation
Total property, plant and equipment, net
Total assets
See notes to consolidated financial statements.
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WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except preferred and common share amounts)
May 31,
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued compensation, contributions to employee benefit plans and related taxes
Dividends payable
Other accrued items
Current operating lease liabilities
Income taxes payable
Total current liabilities
Other liabilities
Distributions in excess of investment in unconsolidated affiliate
Long-term debt
Noncurrent operating lease liabilities
Deferred income taxes, net
Total liabilities
Shareholders' equity - controlling interest:
Preferred shares, without par value ; authorized - 1,000,000 shares; issued and outstanding - none
Common shares, without par value; authorized - 150,000,000 shares; issued and outstanding, 2025 - 49,236,449 shares, 2024 - 49,512,937 shares
Additional paid-in capital
Accumulated other comprehensive income, net of taxes of $( 173 ) and $( 911 ) May 31, 2025 and May 31, 2024, respectively
Retained earnings
Total shareholders' equity - controlling interest
Noncontrolling interests
Total equity
Total liabilities and equity
See notes to consolidated financial statements.
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WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATE MENTS OF EARNINGS
(In thousands, except per common share amounts)
Fiscal years Ended May 31,
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expense
Impairment of goodwill and long-lived assets
Restructuring and other expense (income), net
Separation costs
Operating income (loss)
Other income (expense):
Miscellaneous expense, net
Loss on extinguishment of debt
Interest expense, net
Equity in net income of unconsolidated affiliates
Earnings before income taxes
Income tax expense
Net earnings from continuing operations
Net earnings from discontinued operations
Net earnings
Net earnings (loss) attributable to noncontrolling interests
Net earnings attributable to controlling interest
Amounts attributable to controlling interest:
Net earnings from continuing operations
Net earnings from discontinued operations
Net earnings attributable to controlling interest
Earnings per share - basic:
Continuing operations
Discontinued operations
Consolidated
Earnings per share - diluted:
Continuing operations
Discontinued operations
Consolidated
Weighted average common shares outstanding - basic
Weighted average common shares outstanding - diluted
See notes to consolidated financial statements.
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WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Fiscal Years Ended May 31,
Net earnings
Other comprehensive income (loss):
Foreign currency translation
Pension liability adjustment, net of tax
Cash flow hedges, net of tax
Other comprehensive income (loss), net of tax
Comprehensive income
Comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income attributable to controlling interest
See notes to consolidated financial statements.
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WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STAT EMENTS OF EQUITY
(Dollars in thousands, except per common share amounts)
Controlling Interest
Additional
Common Shares
Paid-in
AOCI
Retained
Noncontrolling
Shares
Amount
Capital
Net of Tax
Earnings
Total
Interests
Total
Balance at May 31, 2022
Net earnings
Other comprehensive loss
Common shares issued, net of withholding tax
Common shares in non-qualified plans
Stock-based compensation
Workhorse adoption of ASC 842
Dividends to noncontrolling interests
Cash dividends declared ($ 1.24 ) per common share
Balance at May 31, 2023
Net earnings
Other comprehensive income
Common shares issued, net of withholding tax
Common shares in non-qualified plans
Stock-based compensation
Acquisition of Halo
Separation of Worthington Steel
Dividends to noncontrolling interests
Cash dividends declared ($ 0.96 ) per common share
Balance at May 31, 2024
Net earnings (loss)
Other comprehensive income
Common shares issued, net of withholding tax
Common shares in non-qualified plans
Stock-based compensation
Repurchases and retirement of common shares, including excise tax
Cash dividends declared ($ 0.68 ) per common share
Balance at May 31, 2025
See notes to consolidated financial statements
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WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATEM ENTS OF CASH FLOWS
(In thousands)
Fiscal Years Ended May 31,
Operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
Impairment of goodwill and long-lived assets
Provision for (benefit from) deferred income taxes
Impairment of investment in note receivable
Loss on extinguishment of debt
Bad debt expense (income)
Equity in net income of unconsolidated affiliates, net of distributions
Net (gain) loss on sale of assets
Stock-based compensation
Changes in assets and liabilities, net of impact of acquisitions:
Receivables
Inventories
Accounts payable
Accrued compensation and employee benefits
Other operating items, net
Net cash provided by operating activities
Investing activities:
Investment in property, plant and equipment
Acquisitions, net of cash acquired
Proceeds from sale of assets, net of selling costs
Investment in note receivable
Investment in non-marketable equity securities
Net proceeds from sale of investment in ArtiFlex
Excess distributions from unconsolidated affiliate
Net cash used by investing activities
Financing activities:
Dividends paid
Repurchase of common shares
Proceeds from issuance of common shares, net of tax withholdings
Dividend from Worthington Steel at Separation
Distribution to Worthington Steel at Separation
Net proceeds from (repayments of) short-term borrowings, net of issuance costs (1)
Principal payments on long-term obligations
Payments to noncontrolling interests
Net cash used by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Net proceeds in fiscal 2024 consisted of borrowings under short-term credit facilities assumed by Worthington Steel in conjunction with the Separation.
The cash flows related to discontinued operations have not been segregated. Accordingly, the consolidated statements of cash flows include the results from continuing and discontinued operations. See “Note B – Discontinued Operations” for a summarization of significant non-cash items related to discontinued operations.
See notes to consolidated financial statements.
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WORTHINGTON ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended May 31, 2025, 2024 and 2023
(In thousands, except common share and per common share amounts)
Note A – Summary of Significant Accounting Policies
Basis of Consolidation - Our 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 we 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. Net earnings and total equity in periods prior to the Separation include the minority interest of Worthington Steel.
The Separation – On December 1, 2023, we completed the Separation of our former steel processing business into an independent publicly traded company, Worthington Steel, on a tax-free basis. Accordingly, the operating results of the former steel processing business are reported as discontinued operations for all periods presented prior to the Separation. All discussion within this Form 10-K, including amounts, percentages and disclosures for all periods presented, reflect only our continuing operations unless otherwise noted. In connection with the Separation, we entered into several agreements with Worthington Steel that govern our ongoing relationships, including a Trademark License Agreement, both short-term and long-term Transition Services Agreements, and a Steel Supply and Services Agreement. Transactions governed by these agreements are considered to be related party transactions. See “Note T – Related Party Transactions ” for additional information.
Deconsolidation of Sustainable Energy Solutions - On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51 % of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe. Pursuant to the transaction, Hexagon acquired a 49 % stake in the joint venture. Post-closing, we hold a 49 %, noncontrolling interest in the joint venture, with the remaining 2 % held by members of the existing management team of the joint venture. The joint venture, which combines two of Europe’s market leaders in composite high-pressure storage technology, focuses on capitalizing on the global clean energy transition specific to the storage, transport and distribution of hydrogen and compressed natural gas.
Our 49 % noncontrolling interest, which is accounted for under the equity method, does not qualify as a standalone operating segment and therefore will be reported within Other, as discussed further in “ Note O – Segment Data.” Additionally, upon closing, our Sustainable Energy Solutions business, as historically operated, is no longer part of our management structure and therefore the financial position and results of operations of this business are presented within Other, on an historical basis, through May 29, 2024.
Our contribution to the joint venture consisted of the net assets of the former Sustainable Energy Solutions operating segment. Immediately prior to the contribution, we evaluated the goodwill and long-lived assets. An impairment charge of $ 32,203 , including $ 14,210 related to goodwill, was recognized when the disposal group met the criteria as assets held for sale in the fourth quarter of fiscal 2024. Upon closing of the transaction, the contributed net assets were deconsolidated, resulting in a loss of $ 30,502 within restructuring and other (income) expense, net in our fiscal 2024 consolidated statement of earnings, as summarized below.
Cash consideration
Retained investment (at fair value)
Total consideration
Less: contributed net assets (at carrying value)
Loss on deconsolidation
Deal costs
Total loss on deconsolidation
During fiscal 2025, we incurred additional deal costs of $ 473 which were recorded within restructuring and other expense (income), net in our consolidated statement of earnings, as a true-up to the loss on deconsolidation.
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Our retained minority ownership interest in the Sustainable Energy Solutions joint venture is accounted for under the equity method and was recorded at fair value as of the closing date. Our estimate of fair value was based on an enterprise valuation of the net assets of the business. For additional information regarding the fair value of our minority ownership interest in the Sustainable Energy Solutions joint venture, refer to “Note R – Fair Value Measurements .”
Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates and base them on both historical and forward-looking assumptions.
Cash and Cash Equivalents - We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At May 31, 2025 , cash and cash equivalents included cash held in banks, and short-term, highly liquid investments. Our short-term investments are measured at fair value using the net asset value per share practical expedient, and accordingly, are not classified in the fair value hierarchy. Our cash held in banks is measured in the fair value hierarchy using Level 1 inputs.
Receivables - We review our receivables on an ongoing basis to ensure that they are properly valued and collectible. Expected lifetime credit losses on receivables are recognized at the time of origination. We estimate the allowance for credit losses based on the expected future credit losses using the internal historical loss information and observable and forecasted macroeconomic data.
The allowance for doubtful accounts is used to record the estimated risk of loss related to our customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current economic and market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to SG&A. Account balances are charged off against the allowance when recovery is considered remote. The allowance for doubtful accounts increased $ 564 during fiscal 2025 to $ 907 .
While we believe our allowance for doubtful accounts is adequate, changes in economic conditions, the financial health of customers and bankruptcy settlements could impact our future earnings. If the economic environment and market conditions deteriorate, particularly in the end markets where our exposure is greatest, additional reserves may be required.
Inventories - Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. The assessment of net realizable value requires the use of estimates to determine cost to complete, normal profit margin and the ultimate selling price of inventory. During fiscal 2024, we recorded lower of cost or net realizable value adjustments in cost of goods sold for third-party sourced products whose cost exceeded their net realizable value by approximately $ 4,600 . We believe our inventories were valued appropriately as of May 31, 2025 and May 31, 2024 .
Property and Depreciation - Property, plant and equipment are carried at cost and depreciated using the straight-line method. Buildings and improvements are depreciated over 10 to 40 years and machinery and equipment over 3 to 20 years. Depreciation expense was $ 34,490 , $ 36,793 and $ 34,017 during fiscal 2025, fiscal 2024 and fiscal 2023 , respectively. Accelerated depreciation methods are used for income tax purposes.
Goodwill and Other Long-Lived Assets - We use the purchase method of accounting for all business combinations and recognize amortizable and indefinite-lived intangible assets separately from goodwill. The acquired assets and assumed liabilities in an acquisition are measured and recognized based on their estimated fair values at the date of acquisition, with goodwill representing the excess of the purchase price over the fair value of the identifiable net assets. A bargain purchase may occur, wherein the fair value of identifiable net assets exceeds the purchase price, and a gain is then recognized in the amount of that excess. Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that impairment may be present. Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. We test goodwill at the operating segment level as we have determined that the characteristics of the reporting units within each operating segment are similar and allow for their aggregation in accordance with the applicable accounting guidance.
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For goodwill and indefinite-lived intangible assets, we test for impairment by first evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If there are no potential impairments raised from this evaluation, no further testing is performed. If, however, our qualitative analysis indicates it is more likely than not that the fair value is less than the carrying amount, a quantitative analysis is performed. The quantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the related carrying amount, and an impairment loss is recognized in our consolidated statements of earnings equivalent to the excess of the carrying amount over the fair value. Fair value is determined based on discounted cash flows or appraised values, as appropriate. Our policy is to perform a quantitative analysis of each reporting unit at least every three to five years.
We performed our annual impairment test of goodwill and other indefinite-lived intangible assets during the fourth quarter of fiscal 2025. Based on this assessment, we qualitatively concluded that the goodwill associated with our Consumer Products and Building Products reporting units was not impaired. We also determined that our indefinite-lived intangible assets were not impaired, with the exception of those related to GTI, as discussed further in “Note D – Goodwill and Other Long-Lived Assets.”
We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is assessed by comparing the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group to its carrying amount. If the sum of the undiscounted cash flows exceeds the carrying amount, no impairment is recognized. If the carrying amount exceeds the sum of the undiscounted future cash flows, the impairment loss is measured as the amount by which the carrying value exceeds fair value. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information.
Long-lived assets classified as held for sale are reported at the lower of cost or fair value less costs to sell and are presented separately in our consolidated balance sheets. Assets are classified as held for sale when we have committed to a plan to sell the asset within one year and the asset is available for immediate sale in its present condition at a price reasonable in relation to its fair value.
Impairment testing for both goodwill and long-lived assets, including intangible assets with finite useful lives, is largely based on cash flow models that require significant judgment and require assumptions about future volume trends, revenue and expense growth rates; and, in addition, external factors such as changes in economic trends and cost of capital. Significant changes in any of these assumptions could impact the outcomes of the tests performed. Refer to “Note D – Goodwill and Other Long-Lived Assets ” for additional information.
Equity Method Investments - Investments in affiliated companies over which we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method. We evaluate equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment might not be recoverable. Indicators of potential impairment may include, but are not limited to, the inability of the investee to sustain earnings, continued operating losses, a significant decline in fair value relative to carrying amount, deterioration in the investee’s financial condition, or changes in investor support or ownership structure. If the fair value of the investment is less than its carrying amount and such decline is not expected to be temporary, an impairment loss is recognized in the period in which the determination is made. See “Note C – Investments in Unconsolidated Affiliates ” for additional information.
Leases - We account for leases in accordance with ASC 842, Leases . At inception, leases are classified as either operating or finance leases. ROU assets represent our right to use an underlying leased asset for the lease term, while lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets include any initial direct costs and prepayments, net of lease incentives. Lease terms include options to renew or terminate the lease when it is reasonably certain that we will exercise such options. As most of our leases do not include an implicit rate, we use our collateralized incremental borrowing rate, based on the information available at the lease commencement date, to determine the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is presented in cost of goods sold or SG&A depending on the underlying nature of the leased assets. For operating leases with variable payments based on an index or rate, we apply the index or rate in effect as of the lease commencement date. Variable lease payments not based on an index or rate are excluded from the lease liability and are recognized in the period in which the obligation for those payments is incurred. Leases with a term of 12 months or less are considered short-term leases. These leases are not recorded on our consolidated balance sheets and are expensed on a straight-line basis over the lease term. Refer to “Note S – Leases ” for additional information.
Stock-Based Compensation - At May 31, 2025, we had stock-based compensation plans for our employees and our non-employee directors as described more fully in “Note K – Stock-Based Compensation .” All share-based awards, including grants of stock options and restricted common shares, are recorded as expense in our consolidated statements of earnings over the vesting period based on their grant date fair values. Stock-based payment transactions are classified as equity-settled. Forfeitures are recognized as they occur.
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Derivative Financial Instruments - We utilize derivative financial instruments to primarily 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. All derivatives are accounted for at fair value. The accounting treatment for changes in fair value depends on whether it has been designated as part of a qualifying hedging relationship and the nature of the hedge.
For derivatives designated as fair value hedges, gains and losses in fair value are recognized in current period earnings in the same income statement line as the underlying hedged item. For cash flow hedges, gains and losses in fair value is recorded in AOCI and subsequently reclassified into earnings when the hedged item affects earnings. For net investment hedges, gains and losses due to remeasurement are recorded as a foreign currency translation adjustment, a component of AOCI, and are not reclassified in earnings unless the related investment is sold or liquidated. For derivatives not designated as hedges, gains and losses are recognized in earnings immediately, based on the intent and economic exposure of the instrument. Cash flows related to derivative instruments are generally classified as operating activities in our consolidated statements of cash flows. Cash flows associated with net investment hedges are classified based on the nature of the hedging instrument. When a non-derivative instrument such as foreign currency-denominated debt is used, related cash receipts and payments, including proceeds from issuance and principal repayments, are presented within financing activities.
To qualify for hedge accounting, we formally document each hedging relationship, including the risk management objective and the strategy for undertaking the hedge, at inception. We only enter into derivative contracts with highly rated counterparties and monitor their credit ratings and exposure positions regularly. No credit loss is anticipated on existing instruments, and no material credit losses have been experienced to date.
We discontinue hedge accounting when it is determined that a derivative is no longer highly effective, is terminated, expires, or is de-designated. In all situations in which hedge accounting is discontinued and the derivative is retained, we continue to carry the derivative financial instrument at its fair value on our consolidated balance sheet and recognize any subsequent changes in its fair value in earnings immediately. If it becomes probable that a forecasted transaction will not occur, the related amounts previously recorded in AOCI are reclassified into current earnings.
Foreign Currency Transactions and Translations - Balance sheet accounts of our subsidiaries operating outside the U.S. that are accounted in a functional currency other than U.S. dollars are translated using the period end exchange rate. Net sales and expenses are translated at the average exchange rate in effect during each month. Foreign currency translation gains or losses are included as a component of AOCI and released to earnings only when the underlying currency exposure of the foreign subsidiary no longer exists. Gains or losses on transactions denominated in a currency other than a subsidiary’s functional currency are recognized through earnings as a component of miscellaneous expense, net.
Strategic Investments - From time to time, we may make investments in both privately and publicly held equity securities in which we do not have a controlling interest or significant influence. These investments are recorded at fair value with changes in fair value recognized in net earnings below operating income. We have elected to record equity securities without readily determinable fair values at cost, less impairment, adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Revenue Recognition - We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the product transfers to the customer, which generally occurs upon shipment or delivery, depending on shipping terms. Customers typically place purchase orders or blanket purchase orders that specify price, quantity, payment terms and other conditions. For blanket purchase orders, pricing and terms are defined up front, and quantities are established through periodic releases issued by the customer.
We have elected the following practical expedients permitted under ASC 606:
Incremental costs of obtaining a contract are expensed as incurred.
Consideration is not adjusted for the effects of a significant financing component for contracts with an expected duration of one year or less.
Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both net sales and cost of goods sold when control of the product transfers.
Returns, discounts, and other concessions related to product quality, delivery issues, or pricing adjustments are recorded as reductions to net sales in the same period the related revenue is recognized. Certain contracts include variable consideration, such as estimated returns, rebates, and volume discounts. These amounts are not constrained and are recognized using the expected value method, based on historical data, credit memo analysis, and other known factors.
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When a performance obligation is satisfied before we have an unconditional right to invoice, we record a contract asset. If the right to consideration is unconditional, we record an unbilled receivable. There were no contract assets or unbilled receivables attributable to continuing operations as of May 31, 2025 or 2024.
We do not maintain contract liability balances, as our performance obligations are typically satisfied prior to receiving customer payment. Customer payments are generally due within 30 to 60 days of invoicing, which typically occurs upon shipment or delivery.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that we collect from customers, are excluded from net sales.
Certain customer contracts include standard warranties. These warranties are not considered separate performance obligations. We record an estimated liability for warranty costs at the time control of the product transfers to the customer.
Our revenue recognition policies do not involve significant judgments related to the timing of satisfaction of performance obligations or the determination of transaction price.
Cost of Goods Sold - Cost of goods sold includes all direct and indirect costs associated with manufacturing and preparing products for sale. These costs include labor, inbound freight, purchasing and receiving, inspection, internal transfers, and distribution and warehousing of inventory. Additionally, cost of goods sold includes shop supplies, facility maintenance, manufacturing engineering, project management, and depreciation of assets used in the production process.
SG&A - SG&A includes selling, marketing, customer service, product management and other administrative functions that do not directly support manufacturing. SG&A also includes depreciation related to non-manufacturing assets. Corporate overhead costs included in SG&A consist of expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, and risk management. Advertising costs are expensed to SG&A as incurred. Advertising expense was $ 28,235 , $ 29,618 , and $ 28,365 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively .
Statements of Cash Flows - Supple mental cash flow information was as follows for the prior three fiscal years:
Interest paid, net of amount capitalized
Income taxes paid, net of refunds
We use the “cumulative earnings” approach to classify distributions received from unconsolidated joint ventures in our consolidated statements of cash flows. Under this method, distributions received from unconsolidated joint ventures are included in our consolidated statements of cash flows as operating activities, unless cumulative distributions exceed our share of cumulative equity in the investee’s net earnings. In such cases, the excess distributions are considered returns of investment and are classified as investing activities. In fiscal 2024, we classified $ 1,085 of excess dividends received from WAVE as an investing activity.
Income Taxes - We account for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences between the tax basis and the financial reporting basis of our assets and liabilities. We evaluate our deferred tax assets to determine whether it is more likely than not that all or a portion of the deferred tax assets will not be realized, and we record a valuation allowance where appropriate.
Tax benefits from uncertain tax positions are recognized in the financial statements only when they meet the recognition threshold of being more likely than not to be sustained upon examination. Such benefits are measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
We maintain reserves for uncertain tax positions, including related interest and penalties, which may become payable as a result of audits by taxing authorities. These reserves are recorded in income tax expense. While we believe the tax positions taken in our previously filed tax returns are appropriate, we acknowledge that certain interpretations may be subject to challenge by taxing authorities. Accordingly, we reassess our reserves on a periodic basis and adjust them as necessary in response to developments such as the expiration of applicable statutes of limitations, the conclusion of tax audits, changes in estimated exposures based on current calculations, the identification of new issues, or the issuance of administrative guidance or court decisions that affect a specific tax matter.
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Business Combinations - We account for business combinations using the acquisition method of accounting. Under this method, once control is obtained, the identifiable assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. Determining the fair values of acquired assets and assumed liabilities requires the use of significant estimates and assumptions, particularly when observable market data is not available. For intangible assets, we generally apply an income approach, which relies on unobservable inputs such as forecasted revenue growth, projected operating expenses, discount rates, customer attrition rates, royalty rates, and estimated useful lives. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. Adjustments to the fair values of assets acquired or liabilities assumed may be recorded during the measurement period, which ends no later than one year from the acquisition date. Any such adjustments are recorded with a corresponding offset to goodwill. Subsequent adjustments identified after the end of the measurement period are recognized in earnings.
Self-Insurance Reserves - We self-insure for various risks, including product liability, product recall, cyber liability, and pollution liability. In addition, we retain significant exposure for workers’ compensation, general liability, property damage, automobile liability, and employee medical claims. To manage our overall loss exposure, we purchase stop-loss insurance that provides coverage for individual claims exceeding specified deductible thresholds. We maintain reserves for the estimated cost of resolving known claims, including those related to active product recalls or replacement programs, as well as for claims that have been incurred but not yet reported. These estimates are based on actuarial valuations that consider a variety of factors, including historical claim volume and settlement costs, current trends in claim frequency and severity, changes in our operations and workforce, general economic conditions, and other assumptions considered reasonable under the circumstances. Our reserve estimates may be affected if actual claim experience differs materially from these assumptions or historical trends.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on both an annual and interim basis. The ASU also requires disclosure of the title and position of the CODM. The guidance does not change how operating segments are identified, aggregated, or evaluated for disclosure. We adopted this standard during fiscal 2025 and have provided the incremental disclosures in “Note O – Segment Data.”
Recently Issued Accounting Pronouncements Not Yet Adopted
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. We are currently evaluating the impact of this standard on our disclosures. 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 fiscal 2026.
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 result of operations, cash flows and financial condition.
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Note B – Discontinued Operations
The following table summarizes the financial results from the discontinued operations of Worthington Steel for fiscal 2024 and fiscal 2023. There were no discontinued operations for fiscal 2025.
Fiscal Years Ended May 31,
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expense
Impairment of long-lived assets
Restructuring and other income, net
Separation costs
Operating income
Other income (expense)
Miscellaneous income, net
Interest expense, net
Equity in net income of unconsolidated affiliate
Earnings before income taxes
Income tax expense
Net earnings
Net earnings attributable to noncontrolling interest
Net earnings attributable to controlling interest
As permitted under GAAP, the cash flows of Worthington Steel have not been segregated in our consolidated statements of cash flows in the periods prior to the Separation. Accordingly, our consolidated statements of cash flows in periods prior to the Separation do not agree to the respective balance sheet changes, which reflect the reclassification of Worthington Steel as a discontinued operation.
The following table summarizes significant non-cash operating items and capital expenditures related to discontinued operations as presented in the consolidated statements of cash flows for fiscal 2024 and fiscal 2023. There were no discontinued operations during fiscal 2025.
Fiscal Years Ended May 31,
Significant non-cash operating items:
Depreciation and amortization
Impairment of long-lived assets
Equity in income of unconsolidated affiliate, net of distributions
Net gain on sale of asset
Stock-based compensation
Significant investing activities:
Investment in property, plant and equipment
Acquisitions, net of cash acquired
Significant financing activities:
Net proceeds from short-term borrowings
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Note C – 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 May 31, 2025 , we held investments in the following unconsolidated joint ventures: ClarkDietrich ( 25 %); Sustainable Energy Solutions ( 49 %); WAVE ( 50 %); and Workhorse ( 20 %).
On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51 % of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe for cash consideration of $ 11,986 . Pursuant to the transaction, Hexagon acquired a 49 % stake in the joint venture. Post-closing, we hold a 49 %, noncontrolling interest in the joint venture, with the remaining 2 % held by members of the existing management team of the joint venture. Immediately prior to the contribution, we evaluated the goodwill and long-lived assets. An impairment charge of $ 32,203 was recognized when the disposal group met the criteria as assets held for sale in the fourth quarter of fiscal 2024. Refer to “Note A – Summary of Significant Accounting Policies” for additional information.
We previously held a 50 % noncontrolling equity interest in ArtiFlex through August 3, 2022, when that interest was purchased by the unrelated joint venture partner. In connection with this transaction, we received net cash proceeds of approximately $ 35,795 and recognized a pre-tax loss of $ 16,059 within equity income, representing the amount by which the book value of our investment exceeded the net cash proceeds.
We received distributions from unconsolidated affiliates totaling $ 153,605 , $ 187,258 , and $ 228,357 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.
We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in a negative asset balance of $ 103,767 and $ 111,905 at May 31, 2025 and 2024, respectively. In accordance with the applicable accounting guidance, the negative balances have been reclassified 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. If our equity balance becomes positive in the future, 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, the liability balance will be immediately recognized as income.
WAVE and ClarkDietrich are included within the Building Products segment, while the Sustainable Energy Solutions and Workhorse joint ventures are reported within Other. The following table presents summarized information regarding the financial position of our unconsolidated affiliates accounted for using the equity method as of May 31:
WAVE
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity (Deficit)
ClarkDietrich
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Other
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
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The following tables presents summarized financial information for our unconsolidated affiliates for the fiscal years ended May 31:
WAVE
Net sales
Gross profit
Operating income
Depreciation and amortization
Interest expense, net
Income tax expense
Net earnings
ClarkDietrich
Net sales
Gross profit
Operating income
Depreciation and amortization
Interest expense (income), net
Income tax expense
Net earnings
Other
Net sales
Gross profit
Operating income (loss)
Depreciation and amortization
Interest expense, net
Income tax expense
Net earnings (loss)
At May 31, 2025 and 2024, $ 33,011 and $ 37,398 , respectively, of our consolidated retained earnings represented undistributed earnings of investments accounted for under the equity method.
Note D – Goodwill and Other Long-Lived Assets
Goodwill
The following table summarizes the changes in the carrying amount of goodwill during fiscal 2025 and fiscal 2024 by reportable operating segment:
Total
Consumer
Building
Reportable
Products
Products
Segments
Other
Total
Balance at May 31, 2023
Acquisitions
Impairment losses
Translation adjustments
Balance at May 31, 2024
Acquisitions and purchase accounting adjustments (1)
Translation adjustments
Balance at May 31, 2025
For additional information regarding our acquisitions, refer to “Note P – Acquisitions .”
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Accumulated goodwill impairment charges within Other totaled $ 212,500 as of May 31, 2025 and May 31, 2024, respectively.
Other Intangible Assets
Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. The following table summarizes other intangible assets by class as of the end of the prior two fiscal years:
Accumulated
Accumulated
Cost
Amortization
Cost
Amortization
Indefinite-lived intangible assets:
Trademarks
Total indefinite-lived intangible assets
Definite-lived intangible assets:
Trademarks
Customer relationships
Non-compete agreements
Technology know-how
Total definite-lived intangible assets
Total intangible assets
Amortization expense totaled $ 13,659 , $ 11,787 , and $ 11,877 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.
Amortization expense for each of the next five fiscal years is estimated to be:
Impairment of Goodwill and Long-Lived Assets
The following section provides additional information on material impairment activity for the periods presented.
Fiscal 2025 : During the fourth quarter of fiscal 2025, we determined that an impairment indicator was present for the long-lived assets of the GTI business within the Consumer Products operating segment, primarily due to uncertainties resulting from the imposition of tariffs on imported goods. We determined that intangible assets with a combined carrying amount of $ 59,711 were impaired and wrote them down to their estimated fair value of $ 9,661 resulting in a pre-tax impairment charge of $ 50,050 . Fair value was based on expected future cash flows using Level 3 inputs under ASC 820. The cash flows are those expected to be generated by market participants, discounted at an appropriate rate for the risks inherent in those cash flow projections, or 14 %. Our projections contain uncertainties as they require us to make assumptions about market comparables, future cash flows, and the appropriate discount rates to reflect the risk inherent in the future cash flows and to derive a reasonable enterprise value. The estimated future cash flows reflect our latest assumptions of the financial projections based on the current and anticipated tariff landscape, including estimates of revenue over the foreseeable future and long-term growth rates, and operating margins based on historical trends and future cost containment activities. Goodwill was tested separately at the Consumer Products and Building Products reporting unit level and was not impaired.
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Fiscal 2024: On May 29, 2024, we became a noncontrolling equity partner in a new unconsolidated joint venture with Hexagon by selling 51 % of the nominal share capital of our former consolidated Sustainable Energy Solutions operating segment in Europe. The book value of the disposal group exceeded its estimated fair market value (determined using Level 2 inputs), which resulted in the recording of a $ 32,203 impairment charge. Included in the impairment charge was goodwill with a book value of $ 14,210 , which was deemed fully impaired and written off and long-lived assets with a carrying value of $ 46,215 which were written down to their estimated fair market value of $ 28,222 .
Note E – Restructuring and Other Expense (Income), 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 the our ongoing businesses that are nonrecurring in nature but incremental to our normal business activities. These items are not part of the ongoing operations of our underlying business and are footnoted in the tables below.
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 fiscal 2025, is summarized below:
Beginning
Ending
Balance
Expense
Payments
Balance
Early retirement and severance
Other restructuring charges
Net loss on sale of assets
Stock-based compensation (1)
Change in fair value of Ragasco earnout (2)
Restructuring and other expense, net
Reflects non-cash stock-based compensation expense related to the accelerated vesting of certain outstanding equity awards held by our former CEO upon his retirement, effective November 1, 2024 .
Reflects the change in fair value of the contingent liability associated with the Ragasco earnout arrangement covering the 12-month period ended December 31, 2024. See “ Note P – Acquisitions ” for additional information.
The total liability as of May 31, 2025 is expected to be paid in the immediately following twelve months.
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 fiscal 2024, is summarized below:
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Beginning
Expense
Ending
Balance
(Income)
Payments
Balance
Early retirement and severance
Facility exit and other costs
Loss on deconsolidation of Sustainable Energy Solutions (1)
Release of contingent liability for Level5 earnout (2)
Restructuring and other expense, net
On May 29, 2024, we entered into an agreement with Hexagon and contributed the net assets of our Sustainable Energy Solutions business to a newly-formed joint venture in which we retained a 49 % noncontrolling interest. As a result, we recognized a pre-tax loss of $ 30,502 within restructuring and other expense, net, including closing costs.
During fiscal 2024, we reversed amounts accrued for the anticipated payout under the final earnout opportunity associated with the Level5 acquisition.
Note F – Contingent Liabilities and Commitments
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, both individually and in the aggregate, 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 G – 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 May 31, 2025, we had in place $ 9,500 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 May 31, 2025 .
Note H – Debt
The following table summarizes our long-term debt outstanding at May 31, 2025 and 2024:
2032 Notes
New Series A Senior Note
New Series B Senior Notes
Total debt
Unamortized discount and debt issuance costs
Total long-term debt
Maturities of long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows:
Thereafter
Total
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Long-Term Debt
On August 23, 2019, two of our European subsidiaries issued the Original Senior Notes. The Original Series A Senior Note was to be repaid in the principal amount of € 30,000 , together with accrued interest, on August 23, 2029 , with the remaining € 6,700 principal amount payable on August 23, 2031 , together with accrued interest. The Original Series B Senior Notes were to be repaid in the aggregate principal amount of € 23,300 , together with accrued interest, on August 23, 2031 , with the remaining € 31,700 aggregate principal amount payable on August 23, 2034 , together with accrued interest. Debt issuance costs of $ 134 were incurred in connection with the issuance of the Original Senior Notes and have been recorded on our consolidated balance sheets within long-term debt as a contra-liability. In anticipation of the Separation, on November 1, 2023, we amended and restated the interest rate on both the Original Series A Senior Note, from 1.56 % to 2.06 %, and the Original Series B Senior Notes, from 1.90 % to 2.40 %. On May 17, 2024, in anticipation of the deconsolidation of our former Sustainable Energy Solutions business, we entered into a Note Purchase and Exchange Agreement in which the holders of the Original Senior Notes agreed to exchange such notes as consideration for Worthington Enterprises to issue the New Senior Notes to the same holders of the Original Senior Notes through a private placement agreement pursuant to the terms of the Note Purchase and Exchange Agreement in the aggregate principal amounts of € 36,700 and € 55,000 , respectively, and upon the same terms as the Original Senior Notes. The debt issuance costs for each of the New Senior Notes will continue to be amortized, through interest expense, in our consolidated statements of earnings over the same respective terms of the Original Senior Notes. The unamortized portion of the debt issuance costs were $ 77 and $ 87 at May 31, 2025 and 2024, respectively.
On July 28, 2017, we issued the 2032 Notes. The 2032 Notes bear interest at a rate of 4.30 %. The 2032 Notes were sold to the public at 99.901 % of the principal amount thereof, to yield 4.309 % to maturity. We used a portion of the net proceeds from the offering to repay amounts then outstanding under our then current revolving credit facility and a prior revolving trade accounts receivable securitization facility. We entered into an interest rate swap in June 2017, in anticipation of the issuance of the 2032 Notes. The interest rate swap had a notional amount of $ 150,000 to hedge the risk of changes in the semi-annual interest rate payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 2032 Notes. Upon pricing of the 2032 Notes, the derivative instrument was settled resulting in a gain of approximately $ 3,098 , which was reflected in AOCI. Approximately $ 2,116 and $ 198 were allocated to debt issuance costs and the debt discount, respectively. The debt issuance costs and the debt discount have been recorded on our consolidated balance sheets within long-term debt as a contra-liability. Each will continue to be amortized, through interest expense, in our consolidated statements of earnings over the term of the 2032 Notes. The unamortized portions of the debt issuance costs and the debt discount were $ 1,011 and $ 95 , respectively, at May 31, 2025 and $ 1,152 and $ 108 , respectively, at May 31, 2024.
On April 15, 2014, we issued the 2026 Notes. During fiscal 2023, we purchased approximately $ 6,377 of the principal amount of the 2026 Notes in open market transactions, leaving $ 243,623 within long-term debt at May 31, 2023. On June 29, 2023, we notified the trustee under the indenture to which the 2026 Notes are subject that we had elected to redeem in full the 2026 Notes. On July 28, 2023, we redeemed, in full, the 2026 Notes at a price that approximated the par value of the debt of $ 243,623 . In connection with the debt redemption, we recognized a non-cash loss of $ 1,534 related primarily to unamortized debt issuance costs and amounts deferred in AOCI associated with an interest rate swap executed prior to the issuance of the 2026 Notes.
On August 10, 2012, we issued the 2024 Notes. The 2024 Notes bore interest at a rate of 4.60 %. On December 6, 2023, we used the proceeds received from Worthington Steel in connection with the Separation to pay off in full the 2024 Notes. The payoff amount consisted of $ 150,000 in principal plus accrued interest of $ 500 .
Other Financing Arrangements
We maintain the Credit Facility, $ 500,000 multi-year revolving credit facility, which was amended and restated on September 27, 2023, to extend the final maturity from August 20, 2026 to September 27, 2028 , while keeping in place $ 500,000 in committed financing. We have the option to borrow at rates equal to an applicable margin over the Simple SOFR, the Prime Rate of PNC Bank, National Association or the Overnight Bank Funding Rate. The applicable margin is determined by our Total Leverage Ratio. There were no borrowings outstanding under the Credit Facility at May 31, 2025 , leaving $ 500,000 available for use.
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Note I – Comprehensive Income (Loss)
OCI: The following table summarizes the tax effects of each component of OCI for the prior three fiscal years:
Before-
Tax
Tax
Net-of-
Tax
Before-
Tax
Tax
Net-of-
Tax
Before-
Tax
Tax
Net-of-
Tax
Foreign currency translation
Pension liability adjustment
Cash flow hedges
OCI
AOCI: The components of the changes in AOCI at the end of the prior two fiscal years were as follows:
Foreign
Pension
Cash
Currency
Liability
Flow
Translation
Adjustment
Hedges
AOCI
Balance at May 31, 2023
OCI before reclassifications
Reclassification adjustments to income (1)(2)
Income tax effect
Separation of Worthington Steel
Balance at May 31, 2024
OCI before reclassifications
Reclassification adjustments to income (1)
Income tax effect
Balance at May 31, 2025
Cash flow hedges – disclosed in “ Note Q – Derivative Instruments and Hedging Activities. ”
Reflects the following pension liability adjustments:
The acceleration of deferred pension costs in AOCI related to separate pension lift-out transactions completed in February 2024 to transfer the pension benefit obligation under the Gerstenslager Plan to third-party insurance companies. Refer to “Note L – Employee Retirement Plans.”
The settlement of certain participant balances within the pension plan maintained by WAVE during fiscal 2024.
The estimated net amount of the gains recognized in AOCI at May 31, 2025 , expected to be reclassified into net earnings within the succeeding twelve months is $ 849 (net of tax of $ 248 ). This amount was computed using the fair value of the cash flow hedges at May 31, 2025 , and will change before actual reclassification from OCI to net earnings during fiscal 2026.
Note J – Equity
Preferred Shares: The Worthington Enterprises Amended Articles of Incorporation authorize two classes of preferred shares and their relative voting rights. The Board is empowered to determine the issue prices, dividend rates, amounts payable upon liquidation and other terms of the preferred shares when issued. No preferred shares are issued or outstanding.
Common Shares : On March 20, 2019, the Board authorized the repurchase of up to 6,600,000 common shares. On March 24, 2021, the Board authorized the repurchase of up to an additional 5,618,464 common shares, increasing the total number of common shares then authorized for repurchase to 10,000,000 (net of previously repurchased common shares). These 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. At May 31, 2025 , the total number of the common shares available for repurchase under the Board authorizations was 5,365,000 .
During fiscal 2025 , we repurchased 700,000 common shares at an aggregate cost of $ 30,883 . We did no t repurchase any common shares as part of publicly announced plans or programs during fiscal 2024 or fiscal 2023.
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Common shares in non-qualified plans: Our non-qualified deferred compensation plans for employees require that any portion of a participant’s current account credited to the theoretical common share option, which reflects the fair value of the common shares with dividends reinvested, and any new contributions credited to the theoretical common share option remain credited to the theoretical common share option until distributed. For amounts credited to the theoretical common share option, payouts are required to be made in the form of whole common shares and cash in lieu of fractional common shares. As a result, we account for the deferred compensation obligation credited to the theoretical common share option within equity. The amounts recorded in equity totaled $ 166 and $ 417 at May 31, 2025 and 2024, respectively.
Note K – Stock-Based Compensation
Under our stock-based compensation plans, we may grant incentive or non-qualified stock options, restricted common shares, market-based restricted common shares, and performance shares to employees and non-qualified stock options and restricted common shares to non-employee directors. We classify share-based compensation expense within SG&A to correspond with the same financial statement caption as the majority of the cash compensation paid to employees who have been awarded common shares. A total of 7,780,633 common shares were authorized and available for issuance in connection with our stock-based compensation plans in place at May 31, 2025.
We recognized pre-tax stock-based compensation expense of $ 16,186 ($ 12,107 a fter-tax), $ 16,688 ($ 14,999 after-tax) and $ 19,178 ($ 14,786 after-tax) under our stock-based compensation plans during fiscal 2025, fiscal 2024 and fiscal 2023 , respectively. Pre-tax stock-based compensation attributable to continuing operations was $ 13,155 and $ 14,566 during fiscal 2024 and fiscal 2023, respectively. At May 31, 2025 , the total unrecognized compensation cost related to non-vested awards was $ 29,857 , which will be expensed over the next three fiscal years.
The Separation
In connection with the Separation, we adjusted our outstanding share-based awards in accordance with the terms of the Employee Matters Agreement. Adjustments to the underlying shares and terms of outstanding non-qualified stock options, services-based restricted common shares, market-based restricted common shares, and performance share awards were made to preserve the intrinsic value of the awards immediately before the Separation. The adjustment of the underlying shares and exercise prices, as applicable, was determined using a ratio based on the relative values of our pre-Distribution common share price and our post-Distribution common share price.
Non-Qualified Stock Options
Stock options may be granted to purchase common shares at not less than 100 % of the fair market value of the underlying common shares on the grant date. All outstanding stock options are non-qualified stock options. The exercise price of all stock options granted has been set at 100 % of the fair market value of the underlying common shares on the grant date. Generally, stock options granted to employees vest and become exercisable at the rate of 33 % per year beginning one year from the grant date, and expire ten years after the grant date. Non-qualified stock options granted to non-employee directors vest and become exercisable on the earlier of (a) the first anniversary of the grant date or (b) the date on which the next annual meeting of shareholders of Worthington Enterprises is held following the grant date for any stock option granted as of the date of an annual meeting of shareholders of Worthington Enterprises. Stock options can be exercised through net-settlement, at the election of the option holder.
GAAP requires that all share-based awards be recorded as expense in the statement of earnings based on their grant date fair value. We calculate the fair value of our non-qualified stock options using the Black-Scholes option pricing model and certain assumptions. The computation of fair values for all stock options granted in fiscal 2024 and fiscal 2023 incorporates the following assumptions: expected volatility (based on the historical volatility of the common shares); risk-free interest rate (based on the U.S. Treasury strip rate for the expected term of the stock options); expected term (based on historical exercise experience); and dividend yield (based on annualized current dividends and an average quoted price of the common shares over the preceding annual period).
Due to the impact of the Separation on the comparability to the historical prices of the common shares, we used a comparable peer group to determine the expected volatility of the common shares granted in fiscal 2025. The risk-free interest rate is based on the U.S. Treasury strip rate for the expected term of the non-qualified stock options. The expected term was developed using historical exercise experience.
The table below sets forth the non-qualified stock options granted during each of the last three fiscal years. For each grant, the exercise price was equal to the closing market price of the underlying common shares at the respective grant date. The calculated pre-tax stock-based compensation expense for these stock options will be recognized on a straight-line basis over the three-year vesting period of the stock options.
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Granted
Weighted average exercise price, per common share
Weighted average grant date fair value, per common share
Pre-tax stock-based compensation expense
The weighted average fair value of stock options granted in fiscal 2025, fiscal 2024 and fiscal 2023 was based on the following weighted average assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (years)
The following tables summarize our stock option activity for the prior three fiscal years:
Number of
Stock
Options
Weighted
Average
Exercise
Price
Number of
Stock
Options
Weighted
Average
Exercise
Price
Number of
Stock
Options
Weighted
Average
Exercise
Price
Outstanding, beginning of year
Converted to Worthington Steel common shares (1)
Separation related adjustment
Granted
Exercised
Forfeited
Outstanding, end of year
Exercisable at end of year
Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.
Weighted
Average
Remaining
Aggregate
Number of
Contractual
Intrinsic
Stock
Life
Value
Options
(In years)
(In thousands)
May 31, 2025
Outstanding
Exercisable
May 31, 2024
Outstanding
Exercisable
May 31, 2023
Outstanding
Exercisable
The total intrinsic value of stock options exercised during fiscal 2025 was $ 4,589 . The total amount of cash received from the exercise of stock options during fiscal 2025 was $ 3,834 , and the related excess tax benefit realized from share-based payment awards was $ 960 .
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The following table summarizes information about non-vested stock option awards for fiscal 2025:
Weighted
Average
Grant Date
Fair Value
Number of
Per
Stock Options
Common Share
Non-vested, beginning of year
Granted
Vested
Forfeited
Non-vested, end of year
Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.
Service-Based Restricted Common Shares
Restricted common shares that contain service-based vesting conditions may be awarded to certain employees and non-employee directors. Service-based restricted common shares granted to employees cliff vest three years from the date of grant. Service-based restricted common shares granted to non-employee directors vest under the same parameters as discussed above with respect to non-qualified stock option grants. All service-based restricted common shares are valued at the closing market price of the common shares on the date of the grant.
The table below sets forth the service-based restricted common shares granted under the Plans during each of the past three fiscal years. The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective three-year service periods.
Granted
Weighted average grant date fair value, per common share
Pre-tax stock-based compensation
The following table summarizes the activity for service-based restricted common shares for the past three fiscal years:
Restricted
Common
Shares
Weighted
Average
Grant
Date Fair
Value
Restricted
Common
Shares
Weighted
Average
Grant
Date Fair
Value
Restricted
Common
Shares
Weighted
Average
Grant
Date Fair
Value
Outstanding, beginning of year
Converted to Worthington Steel common shares (1)
Separation related adjustment
Granted
Vested
Forfeited
Outstanding, end of year
Weighted average remaining contractual life of
outstanding restricted common shares (in years)
Aggregate intrinsic value of outstanding restricted
common shares
Aggregate intrinsic value of restricted common
shares vested during the year
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Effective as of the Distribution, each restricted stock award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel common shares.
Market-Based Restricted Common Shares
Market-based restricted common shares consist of grants of performance-based restricted common shares to certain members of executive management that vest contingent upon the achievement of pre-determined market and service conditions. The fair value of our market-based restricted common shares is 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 vesting period, regardless of whether the market condition is satisfied. Vesting is subject to continued service requirements through the vesting date.
The following weighted average assumptions were used to determine the grant date fair value for our market-based restricted common shares granted in fiscal 2025, fiscal 2024, and fiscal 2023.
Dividend yield
Expected volatility
Risk-free interest rate
The following table summarizes our market-based restricted common shares for the past three fiscal years.
Market-
Weighted
Market-
Weighted
Market-
Weighted
based
Average
based
Average
based
Average
Restricted
Grant
Restricted
Grant
Restricted
Grant
Common
Date Fair
Common
Date Fair
Common
Date Fair
Shares
Value
Shares
Value
Shares
Value
Outstanding, beginning of year
Separation related adjustment
Granted
Vested
Forfeited
Outstanding, end of year
Weighted average remaining contractual life of
outstanding market-based common shares
(in years)
Aggregate intrinsic value of outstanding
market-based common shares
Aggregate intrinsic value of market-based common
shares vested during the year
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Performance Shares
We have awarded performance shares to certain key employees under our stock-based compensation plans. These performance shares are earned based on the level of achievement with respect to corporate targets for cumulative corporate economic value added, EPS growth and, in the case of business unit executives, a business unit adjusted EBITDA from continuing operations target, in each case for the three-year periods ending May 31, 2025, 2026 and 2027. These performance share awards will be paid, to the extent earned, in common shares in the fiscal quarter following the end of the applicable three-year 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 three-year performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved.
The table below sets forth the performance shares we granted (at target levels) during fiscal 2025, fiscal 2024 and fiscal 2023:
Granted
Weighted average grant date fair value, per common share
Pre-tax stock-based compensation expense
The following table summarizes our performance share award activity for the past three fiscal years:
Performance
Shares
Weighted
Average
Grant
Date Fair
Value
Performance
Shares
Weighted
Average
Grant
Date Fair
Value
Performance
Shares
Weighted
Average
Grant
Date Fair
Value
Outstanding, beginning of year
Converted to Worthington Steel common shares (1)
Separation related adjustment
Granted (2)
Vested
Forfeited
Outstanding, end of year
Weighted average remaining contractual life of
outstanding performance shares (in years)
Aggregate intrinsic value of outstanding
performance shares
Aggregate intrinsic value of performance
shares vested during the year
Effective as of the Distribution, each performance share award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel shares.
Includes common shares related to previously granted awards that paid out at percentages above target levels.
Note L – Employee Retirement Plans
Defined Contribution Retirement Plans
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We provide retirement benefits to employees mainly through defined contribution retirement plans. Eligible participants make pre-tax contributions based on elected percentages of eligible compensation, subject to annual addition and other limitations imposed by the Code and the various plans’ provisions. Company contributions consist of employer matching contributions, annual or monthly employer contributions and discretionary contributions, based on individual plan provisions. We incurred charges of $ 9,289 , $ 9,678 , and $ 9,644 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, for our defined contribution retirement plans.
Defined Benefit Pension Plan
Historically, we sponsored the Gerstenslager Plan, a frozen non-contributory pension plan which covered certain employees based on age and length of service. In August 2022, we purchased an annuity contract from a third-party insurance company to transfer approximately 31 % of the total projected benefit obligation. In February 2024, we completed a similar transaction and annuitized the remaining projected benefit obligation. As a result of these transactions: 1) we incurred settlement charges of $ 4,774 and $ 8,010 during fiscal 2023 and fiscal 2024, respectively, primarily related to the reclassification of actuarial losses out of AOCI and into miscellaneous income (expense), net in our consolidated statements of earnings; 2) we were relieved of all responsibility for these pension obligations; and 3) the insurance company is now required to pay and administer benefits to the remaining beneficiaries of the Gerstenslager Plan. There was no remaining projected benefit obligation, plan assets or net unfunded liability at May 31, 2025 and May 31, 2024. There were no net periodic benefit costs associated with the Gerstenslager Plan in fiscal 2025. Except as noted above with regards to settlement charges in August 2022 and February 2024, net periodic benefit costs were not material during fiscal 2024 and fiscal 2023.
Note M – Income Taxes
Earnings before income taxes for the prior three fiscal years included the following components:
U.S. based operations
Non – U.S. based operations
Earnings before income taxes
Plus: net loss attributable to noncontrolling interests (1)
Earnings before income taxes attributable to controlling interest
Net earnings attributable to noncontrolling interests are not taxable to us.
Significant components of income tax expense (benefit) for the three prior fiscal years were as follows:
Current
Federal
State and local
Foreign
Subtotal
Deferred
Federal
State and local
Foreign
Subtotal
Total
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A reconciliation of the federal statutory corporate income tax rate to total tax provision for the three prior fiscal years follows:
Federal statutory corporate income tax rate
State and local income taxes, net of federal tax benefit
Non-U.S. income taxes at other than federal statutory rate
Excess benefit related to share-based payment awards
Non-deductible executive compensation
Research and development tax credit
Non-deductible spin-off transaction costs
Non-deductible note receivable impairment
Federal NOL deferred tax asset valuation allowance
FIN 48
Tax impact of Sustainable Energy Solutions impairment and deconsolidation
Deferred state tax adjustment due to the Separation
Other
Effective tax rate attributable to controlling interest
The above effective tax rate attributable to controlling interest excludes any impact from the inclusion of net earnings attributable to noncontrolling interests in our consolidated statements of earnings. The effective tax rate upon inclusion of net earnings attributable to noncontrolling interests was 26.3 % for fiscal 2025. Net earnings attributable to noncontrolling interests are primarily a result of our acquisition of Halo in fiscal 2024. The earnings attributable to the noncontrolling interests in Halo do not generate tax expense to us since the investors in Halo’s operations are taxed directly based on the earnings attributable to them.
Under applicable accounting guidance, a tax benefit may be recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Any tax benefits recognized in our financial statements from such a position were measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
The total amount of unrecognized tax benefits was $ 1,826 as of May 31, 2025, and $ 3,467 as of May 31, 2024 and 2023, respectively. As of May 31, 2025, the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate attributable to controlling interest was $ 1,442 . Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken, in a tax return, and the benefit recognized for accounting purposes. Accrued amounts of interest and penalties related to unrecognized tax benefits are recognized as part of income tax expense within our consolidated statements of earnings. As of May 31, 2025, 2024 and 2023, we had accrued liabilities of $ 564 , $ 881 and $ 556 , respectively, for interest and penalties related to unrecognized tax benefits.
A tabular reconciliation of unrecognized tax benefits follows:
Balance at May 31, 2024
Increases - tax positions taken in prior years
Decreases - tax positions taken in prior years
Increases - current tax positions
Settlements
Lapse of statutes of limitations
Balance at May 31, 2025
Approximately $ 1,670 of the liability for unrecognized tax benefits is expected to be settled in the next twelve months due to the expiration of statutes of limitations in various tax jurisdictions and as a result of expected settlements with various tax jurisdictions. While it is expected that the amount of unrecognized tax benefits will change in the next twelve months, any such change is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.
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During the year, we filed an amended U.S. federal income tax return for fiscal year 2021 to carry back capital losses primarily generated as a result of the deconsolidation of our former Sustainable Energy Solutions segment. We have recognized an income tax receivable of approximately $ 15,374 related to the anticipated refund. Due to the size of the claim, the refund is subject to review by the Internal Revenue Service Joint Committee on Taxation.
The following is a summary of the tax years open to examination by major tax jurisdiction:
U.S. Federal - 2021 and forward
U.S. State and Local - 2021 and forward
Portugal - 2021 and forward
Norway - 2020 and forward
The components of our deferred tax assets and liabilities as of May 31 were as follows:
Deferred tax assets
Accounts receivable
Note receivable
Inventories
Accrued expenses
NOL carry forwards
Stock-based compensation
Derivative contracts
Operating lease - ROU liability
Capital loss
Other
Total deferred tax assets
Valuation allowance for deferred tax assets
Net deferred tax assets
Deferred tax liabilities
Property, plant and equipment
Intangibles
Investment in affiliated companies, principally due
to undistributed earnings
Operating lease - ROU asset
Other
Total deferred tax liability
Net deferred tax liability
At May 31, 2025, we had tax benefits for federal NOL carry forwards of $ 1,636 , with no expiration date, tax benefits for state net NOL carry forwards of $ 3,926 that expire from fiscal 2026 to fiscal 2044.
The valuation allowance for deferred tax assets of $ 10,477 on May 31, 2025, is associated primarily with a write-down of a prior Sustainable Energy Solutions investment, the federal NOL carry forward, and various state NOL carry forwards.
Based on our history of profitability, the scheduled reversal of deferred tax liabilities, and taxable income projections, we have determined that it is more likely than not that the remaining deferred tax assets are otherwise realizable.
On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Acts. Certain provisions are effective for us beginning in fiscal 2026. We do not expect the impacts from this legislation to be significant to our financial statements.
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Note N – Earnings per Share
The following table sets forth the computation of basic and diluted EPS for the prior three fiscal years:
Numerator (basic & diluted):
Net earnings from continuing operations attributable to controlling interest
Denominator (shares in thousands):
Basic EPS from continuing operations - weighted average common shares
Effect of dilutive securities
Diluted EPS from continuing operations - weighted average common shares
Basic EPS from continuing operations
Diluted EPS from continuing operations
Stock options covering 99,785 , 46,778 , and 90,570 common shares for fiscal 2025, fiscal 2024 and fiscal 2023, respectively, have been excluded from the computation of diluted EPS because the effect of their inclusion would have been anti-dilutive.
Note O – Segment Data
Our operations are organized under two operating segments: Consumer Products and Building Products. These operating segments correspond directly with our reportable segments, as described further below. Activity outside of our two reportable segments is presented within “Other” and “Unallocated Corporate” to reconcile to our consolidated results.
Our segment structure reflects the manner in which internally reported financial information is regularly reviewed by our CODM , who is our President and CEO, to evaluate the performance and allocate resources. Operating segments are identified based on the nature of the products and services offered, the management reporting structure, similarity of economic characteristics and certain quantitative measures as prescribed by authoritative accounting guidance. The CODM evaluates segment performance and makes resource allocation decisions based on adjusted EBITDA from continuing operations. Adjusted EBITDA from continuing operations is a non-GAAP financial measure, as described in the “Use of Non-GAAP Financial Measures” section preceding Part I, Item 1 of this Form 10-K. At the reportable segment level, adjusted EBITDA from continuing operations excludes public company and other governance-related costs.
Consumer Products: Our Consumer Products segment 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 (collectively, tools), propane-filled camping cylinders helium-filled balloon kits, and accessories and gas grills and pizza ovens sold primarily to mass merchandisers, retailers and distributors. In fiscal 2025, Consumer Products generated approximately 43 % o f our consolidated net sales, compared to 40 % and 39 % in fiscal 2024 and fiscal 2023, respectively. Approximate ly 28 % of fiscal 2025 Consumer Products net sales was attributable to our largest customer.
Building Products: Our Building Products segment is a market-leading provider of pressurized containment solutions, providing critical components in the residential, non-residential, and repair and remodel end markets through essential categories, 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, respectively. 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. In fiscal 2025 , Building Products generated approximately 57 % of our consolidated net sales, compared to 50 % and 51 % in fiscal 2024 and 2023, respectively.
Other: Includes the activity of our Sustainable Energy Solutions and Workhorse unconsolidated joint ventures, as well as the activity of our former Sustainable Energy Solutions operating segment, on an historical basis, through May 29, 2024, when 51 % of the nominal share capital was sold triggering the deconsolidation of corresponding net assets. Upon closing, this business, as historically operated, is no longer part of our management structure and therefore is not presented separately as a reportable segment.
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, including direct and incremental costs incurred in connection with the Separation but not attributed to discontinued operations in fiscal 2024 and fiscal 2023.
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The accounting policies of the reportable segments are described in “Note A – Summary of Significant Accounting Policies.” Inter-segment sales are not material.
The following tables present financial information for both of our reportable segments, consistent with the level of disaggregation regularly reviewed by the CODM for performance evaluation and resource allocation.
Total
Consumer
Building
Reportable
Unallocated
Products
Products
Segments
Other
Corporate
Consolidated
Net sales
Cost of goods sold
Impairment of long-lived assets
Restructuring and other expense, net
Other segment items (1)
Equity in net income of unconsolidated affiliates
Earnings (loss) before income taxes from continuing operations
Reconciling items to Adjusted EBITDA from continuing operations
Depreciation and amortization
Interest expense
Stock-based compensation
Impairment of long-lived assets (2)
Restructuring and other expense, net (3)
Non-cash charges in miscellaneous income (4)
Non-recurring loss in equity income (5)
Net loss attributable to noncontrolling interest
Adjusted EBITDA from continuing operations
Other segment items consist of non-operating activity included in adjusted EBITDA, which is our measure of segment profit.
Significant pre-tax impairment charges include $ 50,050 in the fourth quarter of fiscal 2025 related to the write-down of intangible assets associated with GTI.
Significant pre-tax restructuring charges include $ 4,536 in fiscal 2025 related to an increase in the fair value of the contingent liability associated with the Ragasco earnout arrangement.
Reflects a pre-tax charge of $ 5,000 during the fourth quarter of fiscal 2025 to write down an investment that was determined to be other than temporarily impaired.
Reflects a non-cash impairment charge of $ 3,387 at the Sustainable Energy Solutions joint venture during the fourth quarter of fiscal 2025.
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Total
Consumer
Building
Reportable
Unallocated
Products
Products
Segments
Other
Corporate
Consolidated
Net sales
Cost of goods sold
Impairment of goodwill and long-lived assets
Restructuring and other expense (income), net
Separation costs
Other segment items (1)
Equity in net income of unconsolidated affiliates
Earnings (loss) before income taxes from continuing operations
Reconciling items to adjusted EBITDA from continuing operations
Depreciation and amortization
Interest expense
Stock-based compensation
Corporate costs eliminated at Separation
Impairment of goodwill and long-lived assets (2)
Restructuring and other expense (income), net (3)
Separation costs
Non-cash charges in miscellaneous income (4)
Non-recurring (gain) loss in equity income (5)
Loss on extinguishment of debt
Net loss attributable to noncontrolling interest
Adjusted EBITDA from continuing operations
Other segment items consist of non-operating activity included in adjusted EBITDA, which is our measure of segment profit.
Significant pre-tax impairment charges include $ 32,203 in the fourth quarter of fiscal 2024 due to the deconsolidation of our former SES operating segment.
Significant pre-tax restructuring charges include a loss of $ 30,502 in the fourth quarter of fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment during the fourth quarter of fiscal 2024.
Reflects the following non-cash charges in miscellaneous expense:
A pre-tax charge of $ 11,077 during the fourth quarter of fiscal 2024 to write down an investment that was determined to be other than temporarily impaired.
A pre-tax charge of $ 8,010 during the fourth quarter of fiscal 2024 related to the completion of a pension lift-out transaction.
Includes a net gain of $ 2,780 associated with the divestiture of the Brazilian operations of Workhorse during the fourth quarter of fiscal 2024 and the settlement of certain participant balances within the pension plan maintained by WAVE.
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Total
Consumer
Building
Reportable
Unallocated
Products
Products
Segments
Other
Corporate
Consolidated
Net sales
Cost of goods sold
Impairment of long-lived assets
Restructuring and other expense (income), net
Separation costs
Other segment items (1)
Equity in net income of unconsolidated affiliates
Earnings (loss) before income taxes from continuing operations
Reconciling items to Adjusted EBITDA from continuing operations
Depreciation and amortization
Interest expense
Stock-based compensation
Corporate costs eliminated at Separation
Impairment of long-lived assets
Restructuring and other expense, net
Separation costs
Non-cash charges in miscellaneous income (2)
Non-recurring loss in equity income (3)
Adjusted EBITDA from continuing operations
Other segment items consist of non-operating activity included in adjusted EBITDA, which is our measure of segment profit.
Reflects a pre-tax charge of $ 4,774 during the fourth quarter of fiscal 2023 related to a pension lift-out transaction.
Reflects the following activity within equity income:
A pre-tax loss of $ 16,059 related to the sale of our 50 % noncontrolling equity investment in ArtiFlex.
A net gain of $ 2,063 related to a sale-leaseback transaction during the fourth quarter of fiscal 2023.
Total assets for each of our reportable segments as of the end of the past two fiscal years were as follows:
May 31,
Consumer Products
Building Products
Total reportable segments
Other
Unallocated Corporate
Total
The following table presents property, plant and equipment, net, by geographic region as of the end of the past two fiscal years:
May 31,
United States
International
Total
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The following table presents net sales by geographic region for the past three fiscal years:
United States
International
Total
The following table presents capital expenditures for each of our reportable segments for the past three fiscal years:
Consumer Products
Building Products
Total reportable segments
Other
Unallocated Corporate
Total
Note P – Acquisitions
Ragasco (fiscal 2025)
On June 3, 2024, we acquired Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The total purchase price, after adjustment for final working capital, consisted of cash consideration of $ 108,563 , of which $ 11,343 was on deposit at May 31, 2024, and contingent consideration tied to calendar 2024 results with an estimated acquisition-date fair value of $ 7,139 . The contingent liability was settled in March 2025 for approximately $ 11,500 , resulting in a charge of $ 4,536 within restructuring and other expense, net. Ragasco 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 2023, would not be materially different from reported results.
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 accounting rules (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.
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. In connection with the acquisition of Ragasco, we identified and valued the following intangible assets:
Useful Life
Category
Amount
(Years)
Trade name
Technological know-how
Customer relationships
Total acquired identifiable intangible assets
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The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the acquisition date.
Measurement
Preliminary
Period
Final
Valuation
Adjustments
Valuation
Cash and cash equivalents
Accounts receivable
Inventory
Other current assets
Property, plant and equipment
Operating lease assets
Deferred income taxes
Intangible assets
Total identifiable assets
Accounts payable
Current operating lease liability
Accrued expenses
Noncurrent operating lease liability
Deferred income taxes
Other liabilities
Net identifiable assets
Goodwill
Purchase price
Halo (fiscal 2024)
On February 1, 2024, we acquired an 80 % controlling interest in Halo, a newly formed joint venture with HPG, for total cash consideration of $ 9,588 . The remaining 20 % noncontrolling interest was retained by HPG. Halo is an asset-light business with technology-enabled solutions in the outdoor cooking space with products that include Halo TM branded pizza ovens, pellet grills, griddles and other accessories. Halo is part of the Consumer Products operating segment and its operating results have been included in our consolidated statement of earnings since the date of acquisition. Pro forma results, including the acquired business since the beginning of fiscal 2023, would not be materially different than the 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 accounting rules (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 will be deductible by us for income tax purposes.
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. In connection with the acquisition of Halo, we identified and valued the following intangible assets:
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Useful Life
Category
Amount
(Years)
Trade name
Product design/know-how
Customer relationships
Total acquired identifiable intangible assets
The following table summarizes the consideration transferred and the estimated fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, including preliminary work performed by a third-party valuation specialist, and are subject to change within the measurement period as the valuation is finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of acquired tangible assets and liabilities, identification and valuation of residual goodwill and tax effects of acquired assets and assumed liabilities.
Measurement
Preliminary
Period
Final
Valuation
Adjustments
Valuation
Cash
Accounts receivable
Inventories
Property, plant and equipment
Intangible assets
Total identifiable assets
Accounts payable
Other accrued items
Net identifiable assets
Goodwill
Net assets
Noncontrolling interest
Total cash consideration
Level5 (fiscal 2023)
On June 2, 2022, we acquired Level5, a leading provider of drywall tools and related accessories. The total purchase price was $ 59,321 , including $ 2,000 attributed to an earnout agreement with the selling shareholders, that provides for up to an additional $ 25,000 of cash consideration should certain earnings targets be met annually through calendar year 2024. The earnout agreement also requires continued employment of a selling shareholder during the duration of the earnout period. Accordingly, payments to this key employee, to the extent earned, will be accounted for as post-combination compensation expense. As of May 31, 2024, there was no accrual recorded for anticipated payments under the third earnout period ending December 31, 2024.
Level5 is part of the Consumer Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition. Proforma results, including the acquired business since the beginning of fiscal 2022, would not be materially different from the reported results.
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. In connection with the acquisition of Level5, we identified and valued the following intangible assets:
Category
Amount
Useful Life (Years)
Trade name
Indefinite
Customer relationships
Technological know-how
Non-compete agreement
Total acquired identifiable intangible assets
The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under applicable accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits
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(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 will be deductible by us for income tax purposes.
The following table summarizes the consideration paid the final fair value assigned to the assets and liabilities assumed at the acquisition date:
Measurement
Preliminary
Period
Final
Valuation
Adjustments
Valuation
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid expenses
Property, plant and equipment
Intangible assets
Operating lease assets
Total identifiable assets
Accounts payable
Accrued expenses
Current operating lease liabilities
Noncurrent operating lease liabilities
Net identifiable assets
Goodwill
Total purchase price
Less: Fair value of earnout
Plus: Net working capital deficit
Cash purchase price
Note Q – Derivative Instruments and Hedging Activities
We utilize derivative financial instruments to primarily 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 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.
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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. Our net position with these counterparties fell below the predefined threshold in fiscal 2025, fiscal 2024 and fiscal 2023. 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.
Refer to “Note R – 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 our consolidated balance sheet at May 31, 2025 and 2024:
Fair Value of Assets
Fair Value of Liabilities
Balance
Balance
Sheet
Sheet
Location
Location
Derivatives designated as hedging instruments:
Commodity contracts
Receivables
Accounts payable
Commodity contracts
Other assets
Other liabilities
Foreign currency exchange contracts
Receivables
Accounts payable
Subtotal
Derivatives not designated as hedging instruments:
Commodity contracts
Receivables
Accounts payable
Foreign currency exchange contracts
Receivables
Accounts payable
Subtotal
Total
The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis where allowable 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 $ 356 and $ 391 at May 31, 2025 and 2024 , 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 ineffective portion of the gain or loss on the derivative financial instrument is recognized in earnings immediately.
The following table summarizes our cash flow hedges outstanding at May 31, 2025:
Notional
Amount
Maturity Date
Commodity contracts
June 2025 - December 2026
Foreign currency exchange contracts
June 2025 - April 2026
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The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into earnings for derivative financial instruments designated as cash flow hedges during fiscal 2025 and fiscal 2024:
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 fiscal year ended May 31, 2025:
Commodity contracts
Cost of goods sold
Interest rate contracts
Interest expense, net
Foreign currency exchange contracts
Net Sales
Foreign currency exchange contracts
Miscellaneous expense, net
Totals
For the fiscal year ended May 31, 2024:
Commodity contracts
Cost of goods sold
Interest rate contracts
Loss on extinguishment of debt
Interest rate contracts
Interest expense, net
Foreign currency exchange contracts
Miscellaneous expense, net
Totals
The estimated net amount of the gains recognized in AOCI at May 31, 2025, expected to be reclassified into net earnings within the succeeding twelve months is $ 849 (net of tax of $ 248 ). This amount was computed using the fair value of the cash flow hedges at May 31, 2025, and will change before actual reclassification from OCI to net earnings during fiscal 2026.
Net Investment Hedges
At May 31, 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 foreign currency gain (loss) recognized in OCI for the non-derivative instruments designated as net investment hedges during fiscal 2025 and fiscal 2024 was $ 4,572 and $ 1,676 , respectively. There was no foreign currency gain (loss) recognized in OCI for the non-derivative instruments designated as net investment hedges during fiscal 2023.
Economic (Non-designated) Hedges
We enter into foreign currency exchange contracts to manage our foreign currency exchange rate exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment. We also enter into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative financial instruments are adjusted to current market value at the end of each period through earnings.
The following table summarizes our economic (non-designated) derivative financial instruments outstanding at May 31, 2025:
Notional
Amount
Maturity Date
Commodity contracts
June 2025 - March 2026
Foreign currency exchange contracts
August 2025 - December 2025
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The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during fiscal 2025 and fiscal 2024:
Gain (Loss)
Recognized in Earnings
Fiscal Year Ended
Location of Gain (Loss)
May 31,
Recognized in Earnings
Commodity contracts
Cost of goods sold
Foreign currency exchange contracts
Miscellaneous expense, net
Total
Note R – 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 May 31, 2025, our financial 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)
Total assets
Liabilities
Derivative financial instruments (1)
Total liabilities
The fair value of our derivative financial instruments was 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 Q – Derivative Instruments and Hedging Activities ” for additional information regarding our use of derivative financial instruments.
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At May 31, 2024, our financial 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)
Total assets
Liabilities
Derivative financial instruments (1)
Total liabilities
The fair value of our derivative financial instruments was 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 Q – Derivative Instruments and Hedging Activities ” for additional information regarding our use of derivative financial instruments.
Non-Recurring Fair Value Measurements
At May 31, 2025, our assets measured at fair value on a non-recurring basis were categorized as follows:
Level 1
Level 2
Level 3
Totals
Assets
Long-lived assets held for use (1)
Investment in unconsolidated affiliate (2)
Investment in notes receivable (3)
Total assets
During the fourth quarter of fiscal 2025, impairment indicators were identified related to the intangible assets of GTI. The recoverability of the associated asset group was assessed using projected future cash flows, which were determined to be less than the asset group’s net book value. In accordance with applicable accounting guidance, the intangible assets were written down to their fair market value of $ 9,322 , resulting in an impairment charge of $ 50,050 . Refer to “ Note D – Goodwill and Other Long-Lived Assets ” for additional information.
Represents our minority ownership interest in the Sustainable Energy Solutions joint venture, which recognized a non-cash impairment charge during the fourth quarter of fiscal 2025. Refer to “ Note C – Investments in Unconsolidated Affiliates ” for additional information.
Reflects the full write-down of an investment in notes receivable that was determined to be other than temporarily impaired.
At May 31, 2024, our assets measured at fair value on a non-recurring basis were categorized as follows:
Level 1
Level 2
Level 3
Totals
Assets
Investment in unconsolidated affiliate (1)
Investment in notes receivable (2)
Total assets
On May 29, 2024, in connection with the contribution of the net assets of the Sustainable Energy Solutions business to the newly-formed Sustainable Energy Solutions joint venture, we obtained a 49 % minority ownership interest. In accordance with the applicable accounting guidance, our minority ownership interest in the Sustainable Energy Solutions joint venture was recorded at its acquisition date fair value of $ 31,367 .
Reflects the write-down of an investment in notes receivable that was determined to be other than temporarily impaired.
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The non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, deferred income taxes, net, accounts payable, short-term borrowings, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, income taxes payable and other liabilities approximate fair value due to their short-term nature. The fair value of long-term debt, including current maturities, based upon models utilizing primarily market observable (Level 2) inputs and credit risk, was $ 263,547 and $ 257,866 at May 31, 2025 and 2024 , respectively. The carrying amount of long-term debt was $ 302,868 and $ 298,133 at May 31, 2025 and 2024 , respectively.
Note S – Leases
We lease office space, warehouses, vehicles, and equipment. Leases have remaining lease terms of 1 year to 35 years, some of which have renewal and termination options. Termination options are exercisable at our option. The lease terms used to recognize ROU assets and lease liabilities include periods covered by options to extend the lease where we are reasonably certain to exercise that option and periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option.
We determine if an arrangement meets the definition of a lease at inception. Operating lease ROU assets include any initial direct costs and prepayments less lease incentives. Lease terms include options to renew or terminate the lease when it is reasonably certain we will exercise such options. As most of our leases do not include an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date, in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of goods sold or SG&A depending on the underlying nature of the leased assets.
We lease certain property and equipment from third parties under non-cancelable operating lease agreements. Certain lease agreements provide for payment of property taxes, maintenance and insurance by us. Under Topic 842, we elected the practical expedient to account for lease and non-lease components as a single component for all asset classes. Certain leases include variable lease payments based on usage or an index or rate.
The components of lease expense for fiscal 2025, fiscal 2024, and fiscal 2023 were as follows:
Operating lease expense
Financing lease expense
Amortization of leased assets
Interest on lease liabilities
Total financing lease expense
Short-term lease expense
Variable lease expense
Total lease expense
Other information related to our leases, as of and for the fiscal years ended May 31, 2025 and May 31, 2024, is provided below:
Operating Leases
Financing Leases
Operating Leases
Financing Leases
Operating Leases
Financing Leases
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows
Financing cash flows
ROU assets obtained in exchange for lease liabilities
Weighted-average remaining lease term (in years)
Weighted-average discount rate
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Future minimum lease payments for non-cancelable leases having an initial or remaining term in excess of one year at May 31, 2025, were as follows:
Operating Leases
Financing Leases
Thereafter
Total
Less: imputed interest
Present value of lease liabilities
Note T – Related Party Transactions
In connection with the Separation, we entered into several agreements with Worthington Steel that govern our ongoing relationships, including a Trademark License Agreement, both short-term and long-term Transition Services Agreements, and a Steel Supply and Services Agreement.
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 this agreement for fiscal 2025 and fiscal 2024 totaled $ 113,400 and $ 65,920 , respectively. Accounts payable related to these purchases were $ 9,099 and $ 9,637 as of May 31, 2025 and May 31, 2024, respectively.
We incurred direct and i ncremental costs associated with the Separation, including approximately $ 31,226 and $ 24,048 during fiscal 2024 and 2023 , respectively, of which $ 18,521 and $ 17,514 were attributed to discontinued operations. These costs consisted primarily of third-party advisory fees and certain non-recurring employee-related costs and, to the extent not attributed to Worthington Steel, are presented as a separate component of operating expense in our consolidated statements of earnings and held at the corporate level.
Note U – Subsequent Events
On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components. The purchase price was approximately $ 93,000 , subject to post-closing adjustments. Elgen began operating as part of our Building Products operating segment in the first quarter of fiscal 2026. We have started the process to determine the purchase price allocation for the assets and liabilities, including estimating the fair value of intangible and tangible assets. These estimates have not been completed due to the timing of the transaction.
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WORTHINGTON ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
Description
Balance at
Beginning
of Period
Charged
to Costs
and Expenses
Uncollectable
Accounts
Charged to
Allowance
Balance at
End of
Period
Fiscal 2025:
Deducted from asset accounts: Allowance for
possible losses on trade accounts receivable
Fiscal 2024:
Deducted from asset accounts: Allowance for
possible losses on trade accounts receivable
Fiscal 2023:
Deducted from asset accounts: Allowance for
possible losses on trade accounts receivable
See accompanying Report of Independent Registered Public Accounting Firm.
Item 9. – Changes in and Disagreements With Acco untants on Accounting and Financial Disclosure
Not applicable.
Item 9A. – Control s 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 our disclosure controls and procedures as of the end of the fiscal year covered by this Form 10-K (the fiscal year ended May 31, 2025). 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 fiscal year covered by this Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred in the last fiscal quarter (the fiscal quarter ended May 31, 2025) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Annual Report of Management on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Worthington Enterprises and its consolidated subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Worthington Enterprises and its consolidated subsidiaries are being made only in accordance with authorizations of management and directors of Worthington Enterprises and our consolidated subsidiaries, as appropriate; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Worthington Enterprises and its consolidated subsidiaries that could have a material effect on the financial statements.
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Management, with the participation of Worthington Enterprises’ principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of May 31, 2025, the end of our fiscal year. Management based its assessment on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The scope of the assessment included all of our consolidated operations, except for those of Ragasco, which was acquired in fiscal 2025. The total assets and net sales of Ragasco represented $135.9 million and $61.6 million of the consolidated total assets and the consolidated net sales of the Company, respectively, as of and for our fiscal year ended May 31, 2025.
Management’s assessment included an evaluation of elements such as the design and operating effectiveness of key controls over financial reporting, process documentation, accounting policies and our overall control environment. This assessment is supported by testing and monitoring performed under the direction of management.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.
Based on the assessment of our internal control over financial reporting, management has concluded that our internal control over financial reporting was effective at a reasonable assurance level as of May 31, 2025. The results of management’s assessment were reviewed with the Audit Committee of the Board.
Additionally, Worthington Enterprises’ independent registered public accounting firm, KPMG LLP, independently assessed the effectiveness of our internal control over financial reporting and issued the accompanying Report of Independent Registered Public Accounting Firm.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Worthington Enterprises, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Worthington Enterprises, Inc. and subsidiaries' (the Company) internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended May 31, 2025, and the related notes and financial statement schedules II (collectively, the consolidated financial statements), and our report dated July 30, 2025 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired Hexagon Ragasco AS during fiscal 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025, Hexagon Ragasco AS’s internal control over financial reporting associated with total assets of $135.9 million and total revenues of $61.6 million included in the consolidated financial statements of the Company as of and for the year ended May 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Hexagon Ragasco AS.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Annual Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/KPMG LLP
Indianapolis, Indiana
July 30, 2025
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Item 9B. – Other Information
During the quarter ended May 31, 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 9C. – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. – Directors, Executive O fficers and Corporate Governance
The information required by this Item will be included in the 2025 Proxy Statement, which will be filed not later than 120 days after the end of fiscal 2025 in connection with the solicitation of proxies for the 2025 Annual Meeting, and is incorporated herein by reference.
The information required by Item 401 of SEC Regulation S-K concerning the executive officers of Worthington Enterprises is incorporated herein by reference from the disclosure included under the caption “Supplemental Item – Executive Officers of Worthington Enterprises” in Part I of this Form 10-K.
In accordance with the requirements of Section 303A.10 of the NYSE Listed Company Manual, the Board has adopted a Code of Conduct covering our directors, officers and employees, including Worthington Enterprises’ President and CEO (the principal executive officer), Vice President and Chief Financial Officer (the principal financial officer) and Vice President – Corporate Controller (the principal accounting officer). Worthington Enterprises will disclose the following events, if they occur, in a Current Report on Form 8-K to be filed with the SEC within the required four business days following their occurrence: (A) the date and nature of any amendment to a provision of the Code of Conduct that (i) applies to Worthington Enterprises’ principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, (ii) relates to any element of the “code of ethics” definition enumerated in Item 406(b) of SEC Regulation S‑K, and (iii) is not a technical, administrative or other non-substantive amendment; and (B) a description of any waiver (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver), including an implicit waiver, from a provision of the Code of Conduct granted to Worthington Enterprises’ principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, that relates to one or more of the elements of the “code of ethics” definition set forth in Item 406(b) of SEC Regulation S-K. In addition, Worthington Enterprises will disclose any waivers from the provisions of the Code of Conduct granted to a director or an executive officer of Worthington Enterprises in a Current Report on Form 8-K to be filed with the SEC within the required four business days following their occurrence. The Code of Conduct is posted on the “Governance” page of the “Investors” section (also referred to as the “Investor Relations” section) of our web site located at https://www.worthingtonenterprises.com. The website addresses in the Form 10-K are intended to provide inactive, textual references only. The information on the websites referenced herein is not part of this Form 10-K.
The Code of Conduct is posted on the “Governance” page of the “Investors” section (also referred to as the “Investor Relations” section) of our web site located at https://www.worthingtonenterprises.com. The website addresses in the Form 10-K are intended to provide inactive, textual references only. The information on the websites referenced herein is not part of this Form 10-K.
Item 11. – Executive Compensation
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by reference; provided, however, that the pay versus performance disclosure included in the 2025 Proxy Statement in response to Item 402(v) of Regulation S-K shall not be incorporated herein by reference.
Item 12. – Security Ownership of Certain Beneficial O wners and Management and Related Stockholder Matters
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
Item 13. – Certain Relationships and Relat ed Transactions, and Director Independence
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
Item 14. – Principal Acco untant Fees and Services
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by reference. Our independent registered public accounting firm is KPMG LLP, Indianapolis, Indiana , PCAOB Auditor Firm ID: 185 .
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PART IV
Item 15. – Exhibits and Fin ancial Statement Schedules
The following documents are filed as a part of this Form 10-K:
Consolidated Financial Statements:
The consolidated financial statements (and report thereon) listed below are filed as a part of this Form 10-K:
Report of Independent Registered Public Accounting Firm (KPMG LLP)
Consolidated Balance Sheets at May 31, 2025 and 2024
Consolidated Statements of Earnings for the fiscal years ended May 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income for the fiscal years ended May 31, 2025, 2024 and 2023
Consolidated Statements of Equity for the fiscal years ended May 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements – fiscal years ended May 31, 2025, 2024 and 2023
Financial Statement Schedule :
Schedule II – Valuation and Qualifying Accounts
All other financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because they are not required or the required information has been presented in the aforementioned consolidated financial statements or notes thereto.
Exhibits Required by Item 601 of Regulation S-K :
The documents listed in the Index to Exhibits that immediately precedes the Signatures page of this Form 10-K are filed or furnished with this Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted. Each management contract or compensatory plan or arrangement is identified as such in the Index to Exhibits.
Exhibits : The documents listed in the Index to Exhibits that immediately precedes the Signatures page of this Form 10-K are filed or furnished with this Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted. Pursuant to Regulation S-X Rule 3-09, we have attached the audited financial statements of our unconsolidated affiliate, ClarkDietrich, as Exhibit 99.2 to this Form 10-K. The independent auditors of ClarkDietrich, Deloitte & Touche LLP (“Deloitte”), completed an independence assessment to evaluate its independence with respect to ClarkDietrich under the SEC independence rules. No impermissible services or relationships with ClarkDietrich or the Company were identified. However, Deloitte identified impermissible business relationships with a beneficial owner with significant influence in ClarkDietrich and an impermissible service with a sister affiliate of ClarkDietrich. Deloitte noted that there has not and will not be any overlap between the Deloitte audit engagement team for ClarkDietrich and the teams involved in the relationships and service discussed herein. The impermissible relationships and service existed between April 2021 and November 2023 and were permissible under AICPA independence rules at the time they existed. Deloitte provided the Audit Committee of the Board with the facts and circumstances surrounding the relationships and service, including the entity involved, the nature of the relationships, the service provided, the amount charged, and the period over which these existed. Considering the facts presented by Deloitte, based on the totality of the circumstances, Deloitte and the Audit Committee have concluded (1) that the relationships and service identified, both individually and in the aggregate, did not impair Deloitte’s ability to be objective and impartial with respect to Deloitte’s audit of ClarkDietrich’s financial statements as of March 31, 2025 and 2024 and for the fiscal years ended March 31, 2025, 2024, and 2023 (the “CD Financials”) and (2) a reasonable investor with knowledge of all relevant facts and circumstances would conclude that Deloitte is capable of exercising objective and impartial judgment on all issues encompassed within its audit of the CD Financials.
Financial Statement Schedule : The financial statement schedule listed in Item 15(a)(2) above is filed with this Form 10-K.
Item 16. – Form 10-K Summary
None.
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INDEX TO EXHIBITS
Incorporated by Reference
(unless otherwise noted)
Exhibit No.
Exhibit Description
Form
Exhibit
Filing Date
Equity Interest Purchase Agreement, dated as of October 29, 2021, by and among Worthington Steel of Michigan, Inc., Tempel Holdings Inc., and Tempel Steel Company. ^
Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.
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.]
Code of Regulations of Worthington Enterprises, Inc. [This document represents the code of regulations of Worthington Enterprises, Inc. in compiled form incorporating all amendments.]
Indenture, dated as of April 13, 2010, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee
Second Supplemental Indenture, dated as of April 15, 2014, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee [NOTE: The Second Supplemental Indenture relates to the 4.55% Notes Due April 15, 2026 that were redeemed in full on July 28, 2023.]
Form of 4.55% Global Note Due April 15, 2026 (included as Exhibit A in Exhibit 4.2 incorporated by reference in this Form 10-K) [NOTE: The 4.55% Notes Due April 15, 2026 were redeemed in full on July 28, 2023.]
Third Supplemental Indenture, dated as of July 28, 2017, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee
Form of 4.300% Global Note due August 1, 2032 (included as Exhibit A in Exhibit 4.4 incorporated by reference in this Form 10-K)
Note Agreement, dated as of August 10, 2012, between Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand
Form of 4.60% Senior Note due August 10, 2024 (included as Exhibit A in Exhibit 4.6 incorporated by reference in this Form 10-K)
Amendment No. 1 to Note Agreement, dated June 10, 2015, among Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand
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Incorporated by Reference
(unless otherwise noted)
Exhibit No.
Exhibit Description
Form
Exhibit
Filing Date
Amendment No. 2 to Note Agreement, dated August 23, 2019, with reference to the Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015), among Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand
Amendment No. 3 to Note Agreement, dated May 4, 2022, with reference to the Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015 and Amendment No. 2 to Note Agreement dated August 23, 2019), among Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand
Note Purchase and Exchange Agreement, dated as of May 17, 2024, among Worthington Enterprises, Inc., on one hand, and PGIM, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, and Prudential Legacy Insurance Company of New Jersey, on the other hand.
Form of 2.06% Series A Senior Note Due August 23, 2031, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-1 within Exhibit 4.11 hereto)
Form of 2.40% Series B Senior Notes Due August 23, 2034, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-2 within Exhibit 4.11 hereto)
Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request
Filed herewith
Description of Capital Stock of Worthington Enterprises, Inc.
Fourth Amended and Restated Credit Agreement, dated as of September 27, 2023, among Worthington Enterprises, Inc., as a Borrower; PNC Bank, National Association, as a Lender, the Swingline Lender, an Issuing Bank and Administrative Agent; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Lenders and Syndication Agents; U.S. Bank National Association, The Huntington National Bank, Fifth Third Bank, National Association, The Northern Trust Company, First National Bank of Pennsylvania and Goldmans Sachs Bank USA, as Lenders; and Wells Fargo Bank, National Association and BMO Harris Bank, N.A., as the Departing Lenders; with Citibank, N.A. and The Huntington National Bank serving as Co-Documentation Agents; and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and BofA Securities, Inc. serving as Joint Bookrunners and Joint Lead Arrangers
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Incorporated by Reference
(unless otherwise noted)
Exhibit No.
Exhibit Description
Form
Exhibit
Filing Date
Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan effective March 1, 2000 *
Amendment to the Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan (Amendment effective as of September 1, 2011) *
Second Amendment to the Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014) *
Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Restatement effective December 2008) *
First Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (First Amendment effective as of September 1, 2011) *
Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014) *
Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 *
Amendment to the Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 (Amendment effective as of September 1, 2011)
Second Amendment to the Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated (Second Amendment effective as of October 1, 2014) *
Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Restatement effective as of December 2008) *
First Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (First Amendment effective as of September 1, 2011) *
Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Second Amendment effective as of October 1, 2014) *
Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (amendment and restatement effective as of November 1, 2008) *
First Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (First Amendment effective as of June 26, 2013; performance goals approved by shareholders on September 26, 2013) *
Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Second Amendment adopted on June 26, 2013; effective as of September 26, 2013 when approved by shareholders) *
Third Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Third Amendment effective as of June 28, 2017) *
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Incorporated by Reference
(unless otherwise noted)
Exhibit No.
Exhibit Description
Form
Exhibit
Filing Date
Fourth Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Fourth Amendment adopted as of June 26, 2019;effective September 25, 2019 when approved by shareholders) *
Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (reflects First Amendment, Second Amendment, Third Amendment and Fourth Amendment thereto) *
Form of Restricted Stock Award Agreement for awards granted after October 10, 2019 entered into by Worthington Enterprises, Inc. in order to evidence the grant of restricted common shares, in each case which will vest on the third anniversary of the grant date, subject to the terms thereof and of the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan *
Form of Restricted Stock Award Agreement for awards granted after September 26, 2024 entered into by Worthington Enterprises, Inc. in order to evidence the grant of restricted common shares, in each case which will vest on the first, second or third anniversary of the grant date subject to the terms thereof and of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan *
Filed herewith
Worthington Enterprises, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (amended and restated effective as of September 2016) *
Worthington Enterprises, Inc. 2010 Stock Option Plan *
First Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (First Amendment adopted June 26, 2013; effective September 26, 2013 when approved by shareholders) *
Second Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (Second Amendment effective as of June 28, 2017) *
Third Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (adopted June 24, 2020; effective September 23, 2020 when approved by shareholders) *
Worthington Enterprises, Inc. 2010 Stock Option Plan (as amended by First Amendment, Second Amendment and Third Amendment thereto) *
Worthington Enterprises, Inc. Annual Incentive Plan for Executives *
First Amendment to the Worthington Enterprises, Inc. Annual Incentive Plan for Executives (adopted on June 26, 2013; effective September 26, 2013 when approved by shareholders) *
Form of Letter Evidencing Cash Performance Bonus Awards Granted and to be Granted under the Worthington Enterprises, Inc. Annual Incentive Plan for Executives (sometimes also referred to as the Worthington Enterprises, Inc. Annual Short Term Incentive Plan)*
Filed herewith
Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Enterprises, Inc. *
Filed herewith
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Incorporated by Reference
(unless otherwise noted)
Exhibit No.
Exhibit Description
Form
Exhibit
Filing Date
Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2023 for then Named Executive Officers *
Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2024 for Named Executive Officers *
Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2025 for Named Executive Officers *
Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2026 for Named Executive Officers *
Filed herewith
Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each executive officer of Worthington Enterprises, Inc. *
Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each non-employee director of Worthington Enterprises, Inc. *
Transition Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.
Tax Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.
Employee Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.
Trademark License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.
WBS License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.
Steel Supply and Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc
Form of Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan Performance Share Award Agreement (Absolute Total Shareholder Return) to evidence the grant of performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan *
Form of Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan Performance Share Award Agreement (Share Price Appreciation) to evidence the grant of performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan *
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Incorporated by Reference
(unless otherwise noted)
Exhibit No.
Exhibit Description
Form
Exhibit
Filing Date
Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan
Form of Worthington Enterprises, Inc. Amended and Restated 2024 Long-Term Incentive Plan Performance Share Award Agreement (Absolute Total Shareholder Return) to evidence the grant of performance-based restricted common shares pursuant to the Worthington
Worthington Enterprises, Inc. Insider Trading Policy
Subsidiaries of Worthington Enterprises, Inc.
Filed herewith
Consent of Independent Registered Public Accounting Firm (KPMG LLP)
Filed herewith
Consent of Independent Auditors (KPMG LLP) with respect to consolidated financial statements of Worthington Armstrong Venture
Filed herewith
Consent of Independent Auditors (Deloitte & Touche LLP) with respect to consolidated financial statements of Clarkwestern Dietrich Building Systems, LLC
Filed herewith
Powers of Attorney of Directors and Certain Executive Officers of Worthington Enterprises, Inc.
Filed herewith
Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer)
Filed herewith
Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer)
Filed herewith
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
Filed herewith
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
Filed herewith
Worthington Enterprises, Inc. Executive Officer Clawback Policy
Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022
Filed herewith
Clarkwestern Dietrich Building Systems LLC Consolidated Financial Statements as of March 31, 2025 and 2024 and for the years ended March 31, 2025, 2024 and 2023
Filed herewith
101.INS
Inline XBRL Instance Document
The instance document does not appear in the Interactive Date File because its XBRL tabs are imbedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents #
Submitted electronically herewith
The cover page from this Form 10-K, formatted in Inline XBRL is included within the Exhibit 101 attachments
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^ The Disclosure Schedules and Exhibits referenced in the Equity Purchase Agreement have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K. The Registrant will supplementally furnish a copy of any of the omitted Disclosure Schedules and Exhibits to the SEC on a confidential basis upon request.
* Indicates management contract or compensatory plan or arrangement.
+ Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
# Attached as Exhibit 101 to this Form 10-K are the following documents formatted in Inline XBRL (eXtensible Business Reporting Language):
Consolidated Balance Sheets at May 31, 2025 and 2024;
Consolidated Statements of Earnings for the fiscal years ended May 31, 2025, 2024 and 2023;
(iii)
Consolidated Statements of Comprehensive Income for the fiscal years ended May 31, 2025, 2024 and 2023;
Consolidated Statements of Equity for the fiscal years ended May 31, 2025, 2024 and 2023;
Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2025, 2024 and 2023; and
Notes to Consolidated Financial Statements – fiscal years ended May 31, 2025, 2024 and 2023.
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SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) 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: July 30, 2025
/s/ Joseph B. Hayek
Joseph B. Hayek
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
SIGNATURE
DATE
TITLE
/s/ Joseph B. Hayek
July 30, 2025
President and Chief Executive Officer
Joseph B. Hayek
(Principal Executive Officer)
/s/ Colin J. Souza
July 30, 2025
Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Kevin J. Chan
July 30, 2025
Vice President – Corporate Controller
Kevin J. Chan
(Principal Accounting Officer)
Chairman of the Board and a Director
John B. Blystone
Director
Kerrii B. Anderson
Director
David P. Blom
Director
Mark C. Davis
Director
Michael J. Endres
Director
Paul G. Heller
Director
Ozey K. Horton, Jr.
Director
John H. McConnell II
Director
Brant J. Standridge
Director
Billy R. Vickers
Director
Virgil L. Winland
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* The undersigned, by signing his name hereto, does hereby sign this report on behalf of each of the above-identified directors of the registrant pursuant to powers of attorney executed by such directors, which powers of attorney are filed with this report within Exhibit 24.
/s/ Joseph B. Hayek
Date: July 30, 2025
Joseph B. Hayek
Attorney-In-Fact
