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What changed in WORTHINGTON ENTERPRISES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WORTHINGTON ENTERPRISES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+265 added−278 removedSource: 10-K (2025-07-30) vs 10-K (2024-07-30)

Top changes in WORTHINGTON ENTERPRISES, INC.'s 2025 10-K

265 paragraphs added · 278 removed · 171 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn 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 examine ways to improve safety, reduce emissions and waste, and decrease costs related to compliance with environmental and other government regulations.
Biggest changeTwo 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. 5 Table of Contents 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.
Our 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.
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.
Item 1. — Business General 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.
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.
Competition for our Building Products operating segment is based upon price, service and quality. The major 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.
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.
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 end market 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.
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.
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 14 manufacturing facilities, one each in Connecticut, Georgia, Illinois, Maryland, Missouri and Canada and two each in California, Florida, Ohio, and Texas.
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.
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 Q – Acquisitions” for additional information.
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.
We purchase steel in large quantities at regular intervals from Worthington Steel through the Steel Supply Agreement. Refer to “Note U – Related Party Transactions” for additional information.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The operating results of our former steel processing business are reported as discontinued operations for all periods presented. All discussions within this Form 10-K, including amounts, percentages and disclosures for all periods presented, reflect only our continuing operations unless otherwise noted.
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.
Approximately 14% of those 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.
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.
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.
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.
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.
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.
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 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.
On December 1, 2023, the common shares of Worthington Steel began trading on the NYSE under the ticker symbol WS. 1 Table of Contents Other Business Developments On May 29, 2024, we became a noncontrolling equity partner in a new 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.
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.
See “Note D – 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.
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.
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.
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.
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.
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 major end markets / 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.
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.
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. 5 Table of Contents 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.
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.
Specialty products include a variety of fire suppression tanks, chemical tanks, and foam and adhesive tanks. 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.
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.
Building Products generated approximately 50%, 51% and 51% of our consolidated net sales in fiscal 2024, fiscal 2023 and fiscal 2022, respectively. Building Products serviced approximately 1,650 customers during fiscal 2024. Excluding WAVE and ClarkDietrich, our Building Products segment operates eight facilities located in Kentucky, Maryland, Ohio (3), Rhode Island, Norway and Portugal.
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.
Consumer Products Our Consumer Products business serves retail customers and end consumers 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™.
Refer to the following segment descriptions and “Note O – Segment Data” for a full description of our segments. 2 Table of Contents 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™.
Our business strategy is rooted in our people first culture that values our relationships across the spectrum and revolves around products and services that empower people to live safer, healthier and more expressive lives.
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.
Worthington Enterprises’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act, as well as Worthington Enterprises’ definitive proxy materials for annual meetings of shareholders filed pursuant to Section 14 of the Exchange Act, are available free of charge, on or through our website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
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.
With our philosophy as our foundation, we are building an environment where diversity is valued, and where all employees feel they belong and are empowered to do their best work.
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. 6 Table of Contents Available Information We are headquartered in Columbus, Ohio and maintain a website at https://www.worthingtonenterprises.com.
We also believe we are well-positioned to capitalize on certain secular trends impacting the markets that we serve, including government stimulus and other initiatives to support long-term construction and supply chain investment as well as the increasing investments in environmental projects at the corporate and government level.
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.
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 along with unallocated corporate expenses, as discussed further in “Note P – 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.
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.
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. 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.
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.
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 additional unconsolidated joint ventures, Workhorse and the Sustainable Energy Solutions joint venture.
We closely monitor key market activity, including, but not limited to inflationary pressures, consumer debt/income ratios, and consumer spending levels.
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.
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.
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. 2 Table of Contents Segments Our operations are managed and reported principally on a products and services basis underneath two reportable operating segments: “Consumer Products,” and “Building Products.” International operations accounted for approximately 21% of our consolidated net sales during fiscal 2024 and were comprised primarily of sales to customers in Europe.
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. 1 Table of Contents 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.
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. Corporate Responsibility Human Capital Management As of May 31, 2024, we had approximately 3,800 employees and our unconsolidated joint ventures employed approximately 2,000 additional individuals.
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.
Post-closing, we hold a 49%, noncontrolling interest in the joint venture, which is accounted for under the equity method due to our significant influence. The newly formed joint venture will focus on capitalizing on the global clean energy transition specific to the storage, transport and distribution of hydrogen and compressed natural gas.
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.
Our fiscal year ends each May 31 and our fiscal quarters end on the final day of each of August, November, February and May. We are headquartered at 200 West Old Wilson Bridge Road, Columbus, Ohio 43085, telephone (614) 438-3210. The common shares are traded on the NYSE under the symbol WOR. We maintain a website at www.worthingtonenterprises.com.
Our fiscal year ends each May 31, and our fiscal quarters end on the final day of each of August, November, February and May.
Consumer Products generated approximately 40%, 39% and 39% of our consolidated net sales in fiscal 2024, fiscal 2023 and fiscal 2022, respectively. Consumer Products serviced approximately 1,550 customers during fiscal 2024. Sales to the top customer represented approximately 30% of net sales for Consumer Products during fiscal 2024.
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.
Consumer Products operates five facilities located in Kansas (2), Kentucky, New Jersey, and Wisconsin. Consumer Products competes on the basis of its reputation for product quality, its well-known brands, its commitment to customer service, its strong customer relationships, the breadth of its product lines, and its innovative products and customer value propositions.
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.
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This uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate our website into this Form 10-K.
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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.
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Pursuant to the transaction, Hexagon acquired a 49% stake in the joint venture for approximately $11,518, after adjusting for closing cash and preliminary net working capital, with an additional 2% sold to members of the existing management team for an additional $468.
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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.
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We believe the Worthington Business System is the engine that drives value for our shareholders.
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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.
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Sales to one retail customer accounted for 12% of our consolidated net sales in fiscal 2024. Refer to the following segment descriptions and “Note P – Segment Data” for a full description of our segments.
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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.
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Consumer Products encounters active competition in the variety of end-markets in which it competes from both larger and smaller companies that offer the same or similar products. Certain large customers offer private label brands that compete across a wide spectrum of the segment’s product offerings, especially in tools and outdoor living.
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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.
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Workhorse operates three manufacturing facilities, one each in South Dakota, Tennessee and Minnesota. The Sustainable Energy Solutions joint venture, a newly formed 49%-owned joint venture formed with Hexagon, is primarily based in Europe.
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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.
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The newly formed joint venture, which combines two of Europe’s market leaders in composite high-pressure storage technology, will focus on capitalizing on the global clean energy transition specific to the storage, transport and distribution of hydrogen and compressed natural gas. This joint venture operates three facilities in Austria, Germany, and Poland.
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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.
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We believe our investments in safety, health and wellness are key to supporting and protecting our most important asset, our people. 6 Table of Contents Diversity, Inclusion and Equity We believe that diversity of all types contributes to our success.
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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.
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To further such efforts, we employ a Director of Diversity, Equity and Inclusion and also established the Council, which is chaired by our Chief Executive Officer and focuses on strengthening our four primary pillars around diversity: inclusion and equity, workforce, workplace, and community and partnership. These pillars serve as a foundation for continually building and fostering an inclusive culture.
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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.
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We have also established certain ERGs, employee-led groups that each have executive sponsors that are tasked with raising awareness and offering mentoring and development opportunities to their members. We are also working to establish additional ERGs.
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Information contained on our website is not incorporated into this document.
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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

Risk Factors — what could go wrong, per management

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Biggest changeOur 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. 14 Table of Contents 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.
Biggest changeOur 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. 13 Table of Contents 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.
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 needed additional financing for such opportunities will be available on satisfactory terms when required.
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.
Tax Laws and Regulations 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.
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.
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 disruption in the capital markets and our sources of liquidity.
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.
Competition may also increase if suppliers to or customers of our industries 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.
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.
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 assure 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 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.
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. 7 Table of Contents Raw Material Pricing and Availability Our operating results may be adversely affected by continued volatility in steel prices.
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.
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. Changes to global data privacy laws and cross-border transfer requirements could adversely affect our businesses and operations.
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. 16 Table of Contents Changes to global data privacy laws and cross-border transfer requirements could adversely affect our businesses and operations.
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. 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.
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. 14 Table of Contents 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.
This could result in losses or a write-down of the value of our inventory, and our financial results could be adversely affected. 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.
This could result in losses or a write-down of the value of our inventory, and our financial results could be adversely affected. 7 Table of Contents 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.
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. 8 Table of Contents Customers and Suppliers The loss of significant volume from our key customers could adversely affect us.
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.
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.
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.
The risks described below are those that we have identified as material but are not the only risks and uncertainties facing us.
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.
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.
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.
Competition We face intense competition which may cause decreased demand, decreased market share and/or reduced prices for our products and services. Our businesses operate in industries that are highly competitive and have been subject to increasing consolidation of customers.
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.
We do not conduct business, either directly or indirectly, in areas impacted by the conflict and, as such, we believe our exposure is principally limited to the impact of the war on macroeconomic conditions, including volatility in commodity and energy prices and supply.
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.
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.
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.
It has caused, and could continue to cause, significant market and other disruptions (particularly for our operations in Europe), including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, and increases in cyberattacks and espionage.
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.
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.
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.
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. The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.
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.
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.
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.
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.
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.
For the five-year period ended May 31, 2024, our total capital expenditures, including acquisitions and investment activity, were approximately $510,940. Additionally, as of May 31, 2024, we were obligated to make aggregate operating and financing lease payments of $20,081 and $5,820, respectively, under lease agreements. Our businesses also require expenditures for maintenance of our facilities.
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.
Further, the broader consequences of the current conflict between Russia and Ukraine may also have the effect of heightening many other risks disclosed in our public filings, any of which could materially and adversely affect our business and results of operations.
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.
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.
Those costs may exceed our estimates or could negate some of the benefits we expect to realize. 15 Table of Contents 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 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.
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.
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. 9 Table of Contents 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.
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.
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.
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. 9 Table of Contents 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.
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.
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.
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. 16 Table of Contents 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.
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.
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.
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.
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.
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.
Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our businesses and financial results.
Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our businesses and financial results.
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. 13 Table of Contents Litigation We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our results of operations and liquidity.
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 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.
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.
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. Business Disruptions Disruptions to our business or the business of our customers or suppliers could adversely impact our operations and financial results .
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.
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.
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.
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.
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.
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. Claims and Insurance Adverse claims experience, to the extent not covered by insurance, may have an adverse effect on our financial results.
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. 17 Table of Contents 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.
Competition for most of our products is primarily on the basis of price, product quality and our ability to meet delivery requirements. Our businesses 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 businesses may be negatively impacted by a variety of new or proposed legislation or regulations.
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.
Since early 2022, Russia and Ukraine have been engaged in active armed conflict . The length, impact and outcome of the ongoing conflict and its potential impact on our business is highly volatile and difficult to predict.
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.
Removed
In past years, some customers have experienced, and some continue to experience challenging financial conditions, whether due to the COVID-19 pandemic, the war in Ukraine, inflationary pressures, or otherwise.
Added
Adverse changes in demand or pricing can have a negative effect on our businesses and results of operations. 8 Table of Contents 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.
Removed
Our businesses are highly competitive, and increased competition may cause decreased demand, decreased market share and/or reduced prices for our products and services and could negatively impact our financial results. Generally, the markets in which we conduct business are highly competitive. Our competitors include a variety of domestic and foreign companies in all major markets.
Added
Our operations consume substantial amounts of energy, and our operating costs generally increase when energy costs rise.
Removed
The COVID-19 Pandemic 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.
Added
The use of AI may increase risks of data exposure, including unauthorized access, misuse, or unintentional disclosure of sensitive information.
Removed
Our business was temporarily impacted in the spring of 2022, primarily in the form of higher market prices for steel due to a temporary supply disruption in a key input for our suppliers (pig iron), which has subsequently been resourced by our suppliers. 10 Table of Contents Information Systems We are subject to information system security risks and systems integration issues that could disrupt our operations.
Added
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. 10 Table of Contents 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 .
Removed
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.
Added
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.
Removed
Accordingly, investors are urged not to place undue reliance on guidance. 15 Table of Contents Environmental, Health and Safety We may incur additional costs related to environmental and health and safety matters.
Added
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.
Removed
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. 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.
Added
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.
Removed
For example, the current administration has previously proposed to increase the federal corporate income tax rate and, if any such proposal were to be adopted, then the increase in the federal corporate income tax rate would adversely affect our results of operations in future periods.
Added
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.
Removed
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.
Added
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.
Removed
For example, the current administration has previously proposed to increase the federal corporate income tax rate and, if any such proposal were to be adopted, then the increase in the federal corporate income tax rate would adversely affect our results of operations in future periods. 17 Table of Contents Legislation and Regulations 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.
Added
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.
Removed
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.
Added
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.
Added
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 .
Added
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.
Added
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.
Added
Item 1B. — Unresol ved Staff Comments None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur 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.
Biggest changeCybersecurity 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.
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 (SOC) reports.
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.
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. 19 Table of Contents
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.
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 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.
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.
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.
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 (CIS), the National Institute of Standards and Technology (NIST) and several other security frameworks.
We have an AI governance council and approval process who key activity is to review, evaluate risk of AI technology. 18 Table of Contents 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.
To date, 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, financial condition, liquidity or results of operations. It is possible that we may not implement appropriate controls if we do not detect a particular risk.
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.
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 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 CISO reports directly to the CIO who in turn reports directly to the Chief Financial Officer. 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 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.
Removed
Item 1C. — Cybersecurity We have developed a cybersecurity program for identifying and mitigating risks to our information and information systems, including guarding against increased cybersecurity threats. We have a comprehensive cybersecurity program which includes risk management to identify cybersecurity threats that could adversely affect our information systems and compliance.
Added
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.
Removed
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.
Added
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 .
Removed
The CISO and CIO also work closely with our legal department to oversee compliance with applicable legal, regulatory and contractual security requirements. We actively maintain an enterprise risk management program that includes information technology and cybersecurity risk management.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOperating Segments Operating Segment Location Number of facilities Leased Owned Consumer Products Kansas (2), New Jersey, Wisconsin 4 2 2 Building Products Kentucky, Maryland, Ohio (3), Rhode Island, Norway, Portugal 8 1 7 Total 12 3 9 Consolidated Joint Venture Joint Venture Location Number of facilities Leased Owned Halo Kentucky 1 1 - Total 1 1 - Unconsolidated Joint Ventures Joint Venture Location Number of facilities Leased Owned ClarkDietrich California (2), Connecticut, Georgia, Illinois, Maryland, Missouri, Florida (2), Ohio (2), Texas (2), Canada 14 12 2 Sustainable Energy Solutions Austria, Germany, Poland 3 - 3 WAVE California (2), Georgia, Maryland (2), Michigan, Nevada 7 5 2 Workhorse Minnesota, South Dakota, Tennessee 3 3 - Total 27 20 7
Biggest changeOperating Segments Operating Segment Location Number of facilities Leased Owned Consumer Products Kansas (2), New Jersey, Wisconsin 4 2 2 Building Products Kentucky, Maryland, Ohio (3), Rhode Island, New Jersey (2), Norway, Portugal 10 3 7 Total 14 5 9 Consolidated Joint Venture Joint Venture Location Number of facilities Leased Owned Halo Kentucky 1 1 - Total 1 1 - 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 15 13 2 Sustainable Energy Solutions Austria, Germany, Poland 3 - 3 WAVE California (2), Georgia, Maryland (2), Michigan, Nevada 7 5 2 Workhorse Minnesota, South Dakota, Tennessee 3 3 - Total 28 21 7 19 Table of Contents
At May 31, 2024, 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.
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.
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 reportable segments. We also own three facilities in Columbus, Ohio used for administrative and medical purposes.
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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeChan 42 Vice President – Corporate Controller 2023 Patrick J. Kennedy 43 Vice President – General Counsel and Secretary 2021 B. Andrew (“Andy”) Rose has served as Chief Executive Officer of Worthington Enterprises since September 2020 and President since August 2018. Mr.
Biggest changeHayek 53 President and Chief Executive Officer 2024 Colin J. Souza 37 Vice President and Chief Financial Officer 2024 James R. Bowes 42 President – Building Products 2023 Kevin J. Chan 43 Vice President – Corporate Controller 2023 Patrick J. Kennedy 44 Vice President – General Counsel and Secretary 2021 Sonya L.
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. James R.
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.
Hayek has served as Executive Vice President and Chief Financial and Operations Officer of Worthington Enterprises since December 2023. Mr. Hayek served as Worthington Enterprises’ 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.
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.
Item 4. — Mine S afety Disclosures Not applicable. 20 Table of Contents Supplemental Item — 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, 2024. Name Age Position(s) with the Registrant Present Office Held Since B.
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.
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 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 of Cardinal Health for two years and spent the three years prior in public accounting with KPMG LLP. Patrick J. Kennedy has served as Worthington Enterprises’ Vice President – General Counsel and Secretary since January 2021. 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.
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. Sonya L.
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.
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 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.
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.
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 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. Steven M. Caravati has served as President of Worthington Enterprises’ Consumer Products operating segment since June 2021. 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.
Andrew Rose 54 President and Chief Executive Officer 2020 Joseph B. Hayek 52 Executive Vice President and Chief Financial and Operations Officer 2023 James R. Bowes 41 President – Building Products 2023 Steven M. Caravati 42 President – Consumer Products 2021 Sonya L. Higginbotham 48 Senior Vice President & Chief of Corporate Affairs, Communications & Sustainability 2023 Kevin J.
Higginbotham 49 Senior Vice President & Chief of Corporate Affairs, Communications & Sustainability 2023 Steven M. Caravati 43 President – Consumer Products 2021 Joseph B. Hayek has served as President and CEO of Worthington Enterprises since November 1, 2024. Mr.
Kennedy was a partner with the law firm Ice Miller LLP, where he was a member of the firm’s business law group. 21 Table of Contents Executive officers serve at the pleasure of the Board. There are no family relationships among any of Worthington Enterprises’ executive officers or directors.
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.
Rose served as Chief Financial Officer of Worthington Enterprises on an interim basis from August 2018 to November 2018. Mr. Rose served as Executive Vice President and Chief Financial Officer of Worthington Enterprises from July 2014 to August 2018 and as Vice President and Chief Financial Officer of Worthington Enterprises from December 2008 to July 2014.
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.
Removed
From 2007 to 2008, Mr. Rose served as a senior investment professional with MCG Capital Corporation, a publicly-traded company specializing in debt and equity investments in middle market companies. From 2002 to 2007, Mr. Rose was a founding partner at Peachtree Equity Partners, L.P., a private equity firm backed by Goldman Sachs. Joseph B.
Added
Kennedy was a partner with the law firm Ice Miller LLP, where he was a member of the firm’s business law group. 20 Table of Contents Sonya L. Higginbotham has served as Senior Vice President and Chief of Corporate Affairs, Communications and Sustainability of Worthington Enterprises since December 2023. Ms.
Removed
Higginbotham joined us in 1997 and served in numerous communications capacities from 1997 to 2006. Kevin J. Chan has served as Vice President – Corporate Controller and the principal accounting officer of Worthington Enterprises since December 2023. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−5 removed4 unchanged
Biggest changeThe 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. 22 Table of Contents 5/19 5/20 5/21 5/22 5/23 5/24 Worthington Enterprises, Inc. $ 100.00 $ 90.21 $ 204.56 $ 146.65 $ 180.80 $ 299.63 S&P SmallCap 600 $ 100.00 $ 91.89 $ 159.03 $ 145.15 $ 134.62 $ 161.99 S&P SmallCap 600 Industrials Index $ 100.00 $ 93.01 $ 158.92 $ 149.00 $ 157.43 $ 215.14 S&P Midcap 400 Index $ 100.00 $ 99.19 $ 155.50 $ 145.36 $ 141.54 $ 178.30 S&P 1500 Steel Composite Index $ 100.00 $ 91.36 $ 219.17 $ 268.45 $ 271.60 $ 390.36 Data and graph provided by Zacks Investment Research, Inc.
Biggest changeThe 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. 21 Table of Contents 5/20 5/21 5/22 5/23 5/24 5/25 Worthington Enterprises, Inc. $ 100.00 $ 226.77 $ 162.57 $ 200.43 $ 332.16 $ 348.41 S&P SmallCap 600 $ 100.00 $ 173.07 $ 157.96 $ 146.50 $ 176.29 $ 173.21 S&P SmallCap 600 Industrials Index $ 100.00 $ 170.87 $ 160.20 $ 169.27 $ 231.32 $ 235.83 Data and graph provided by Zacks Investment Research, Inc.
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, 2024, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends.
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.
Unregistered Sales of Equity Securities There were no equity securities of Worthington Enterprises sold by Worthington Enterprises during fiscal 2024 that were not registered under the Securities Act. 23 Table of Contents 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.
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. 22 Table of Contents 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.
Copyright© 2024, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved. Used with permission .
Copyright© 2025, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved. Used with permission .
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).
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).
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 24, 2024, Worthington Enterprises had 5,907 registered shareholders.
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.
A total of 3,935,000 common shares have been repurchased since the latest authorization, leaving 6,065,000 common shares available for repurchase under these authorizations at May 31, 2024, and such authorizations are not subject to a fixed expiration date.
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.
Those withheld common shares are not considered common share repurchases under an authorized common share repurchase plan or program. The table below provides information regarding common shares withheld from our employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted common shares.
However, those withheld common shares are not considered common share repurchases under an authorized common share repurchase plan or program.
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 (1) Plans or Programs (2) March 1-31, 2024 6,085 $ 62.12 - 6,065,000 April 1-30, 2024 2,433 58.55 - 6,065,000 May 1-31, 2024 - - - 6,065,000 Total 8,518 $ 60.34 - (1) There were no common shares purchased during the fourth fiscal quarter of 2024 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 1,119 $ 41.74 - 5,565,000 April 1-30, 2025 154,097 47.64 152,000 5,413,000 May 1-31, 2025 48,084 54.06 48,000 5,365,000 Total 203,300 $ 47.81 200,000 (1) The number shown represents, as of the end of each period, the maximum number of common shares that could be purchased under the publicly announced repurchase authorizations then in effect.
Removed
Our Annual Report on Form 10-K for the fiscal year ended May 31, 2023, included a comparison to the cumulative total return of the S&P Midcap 400 Index and the S&P 1500 Steel Composite Index. Consequently, pursuant to SEC rules, we have also included those indices in the following graph and table.
Added
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.
Removed
Following the Separation, we transitioned to the S&P SmallCap 600 Index and the S&P SmallCap 600 Industrials Index, as we believe the S&P SmallCap 600 Index and the S&P SmallCap 600 Industrials Index better represent our relative peer group based on the composition of our current business and our market capitalization.
Removed
The historical prices presented in the graph and table have been adjusted to reflect the impact of the Separation.
Removed
(2) 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.
Removed
It em 6. — Reserved 24 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

45 edited+62 added−76 removed40 unchanged
Biggest changeWe were founded as a value-added steel processor domiciled under the laws of the State of Ohio and have since 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.
Biggest changeThe 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 .
Impairment of 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.
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.
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, 2024.
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 of May 31, 2024, 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.
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.
See “Note B – Discontinued Operations” for a summarization of significant non-cash items related to discontinued operations We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital, to the extent not funded by cash provided by operating activities, for at least 12 months and for the foreseeable future thereafter.
See “Note B – Discontinued Operations” for a summarization of significant non-cash items related to discontinued operations 30 Table of Contents 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.
See “Note N – Income Taxes” for further information. 38 Table of Contents 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.
See “Note M – Income Taxes” for further information. 34 Table of Contents 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.
Other Business Developments On May 29, 2024, we became a noncontrolling equity partner in a new 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.
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.
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. Recently Adopted Accounting Standards Refer to “Note A – Summary of Significant Accounting Policies” for further information.
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. 32 Table of Contents Recently Adopted Accounting Standards Refer to “Note A – Summary of Significant Accounting Policies” for additional information.
As of May 31, 2024, 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. 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 long-term debt agreements. Our long-term debt agreements do not include ratings triggers or material adverse change provisions. 31 Table of Contents Short-term borrowings – Our short-term debt agreements do not include ratings triggers or material adverse change provisions.
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 Fiscal 2024 vs. Fiscal 2023 Net cash used by financing activities was $359.9 million in fiscal 2024 compared to $133.1 million in fiscal 2023.
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.
As discussed in “Note H – Guarantees,” we had in place $12.1 million in outstanding letters of credit for third-party beneficiaries as of May 31, 2024. No amounts were drawn against these outstanding letters of credit at May 31, 2024, and the fair value of these guaranteed instruments, based on premiums paid, was not material.
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.
Building Products: Our Building Products business is a market-leading provider of pressurized containment solutions, providing critical components in 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.
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.
On an adjusted basis, the annual effective tax rate was 23.5% compared to 21.9% 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.
Miscellaneous expense, net Increase/ (In millions) 2024 2023 (Decrease) Miscellaneous expense, net $ 17.1 $ 4.5 $ 12.6 • Miscellaneous expense in fiscal 2024 was primarily driven by the following: (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.
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.
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 Q – Acquisitions” 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.
See the “Use of Non-GAAP Financial Measures” section preceding Part I, Item 1 of this Form 10-K for additional information regarding our use of non-GAAP financial measures.
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.
Common shares – 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. During fiscal 2023, we declared dividends totaling $1.24 per common share.
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.
Item 7. — Management’s Discussion and Analysis o f Financial Condition and Results of Operations Selected statements contained in this MD&A constitute forward-looking statements, as that term is used in the PSLRA. Such forward-looking statements are based, in whole or in part, on management’s beliefs, estimates, assumptions and currently available information.
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.
This MD&A should be read in conjunction with our consolidated financial statements and the related Notes in this Form 10-K. This MD&A is designed to provide a reader with material information relevant to an assessment of our financial condition and results of operations and to allow investors to view the Company from the perspective of management.
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.
These assumptions are forward looking and can be affected by future economic and market conditions. We were able to qualitatively conclude that all of our indefinite-lived intangibles and the goodwill of our Consumer Products and Building Products reporting units were not impaired during fiscal 2024.
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.
Refer to “Note N - Income Taxes” for additional information. 30 Table of Contents 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 the total of each reportable segment.
Refer to “Note M – Income Taxes” for additional information. 29 Table of Contents 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.
Dividends paid on our common shares totaled $56.8 million in fiscal 2024 compared to $59.2 million during fiscal 2023. On June 25, 2024, the Board declared a quarterly dividend of $0.17 per common share for the first quarter of fiscal 2025, a $0.01 per share increase from the previous quarterly rate.
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.
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.
Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information. 33 Table of Contents 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.
The dividend is payable on September 27, 2024 to shareholders of record at the close of business on September 13, 2024. On March 20, 2019, the Board authorized the repurchase of up to 6.6 million of the common shares.
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.
Investing Activities Fiscal 2024 vs. Fiscal 2023 Net cash used by investing activities was $140.8 million during fiscal 2024, compared to $71.8 million during fiscal 2023.
Investing Activities Net cash used by investing activities was $135.1 million during fiscal 2025, compared to $140.8 million during fiscal 2024.
(In millions) 2024 2023 2022 Net cash provided by operating activities $ 290.0 $ 625.4 $ 70.1 Net cash used by investing activities (140.8 ) (71.8 ) (438.2 ) Net cash used by financing activities (359.9 ) (133.1 ) (237.8 ) Increase (decrease) in cash and cash equivalents (210.7 ) 420.5 (605.9 ) Cash and cash equivalents at beginning of period 454.9 34.5 640.3 Cash and cash equivalents at end of period $ 244.2 $ 455.0 $ 34.4 The cash flows related to discontinued operations have not been segregated.
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. 2025 2024 2023 Net cash provided by operating activities $ 209.7 $ 290.0 $ 625.4 Net cash used by investing activities (135.1 ) (140.8 ) (71.8 ) Net cash used by financing activities (68.8 ) (359.9 ) (133.1 ) Increase (decrease) in cash and cash equivalents 5.8 (210.7 ) 420.5 Cash and cash equivalents at beginning of period 244.2 454.9 34.5 Cash and cash equivalents at end of period $ 250.0 $ 244.2 $ 455.0 The cash flows related to discontinued operations have not been segregated.
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.
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.
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. 37 Table of Contents 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.
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.
Specialty products include a variety of fire suppression tanks, chemical tanks, and foam and adhesive tanks. 25 Table of Contents 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.
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.
Sustainable Energy Solutions is now an unconsolidated joint venture. Fiscal 2023 Compared to Fiscal 2022 The tables throughout this section present, on a comparative basis, our consolidated results of operations for fiscal 2022 and fiscal 2023.
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.
On March 24, 2021, the Board authorized the repurchase of up to an additional 5.6 million of the common shares, increasing the total number of common shares then authorized for repurchase to 10.0 million.
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.
The increase was primarily driven by one-time discrete tax charges related to the Separation and the deconsolidation of our Sustainable Energy Solutions business. Income tax expense in fiscal 2024 reflected an annual effective rate of 52.6% up from 21.5% in the prior year due the impact of discrete items.
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.
The Credit Facility had a total of $500.0 million of borrowing capacity available to be drawn as of May 31, 2024. 34 Table of Contents 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.
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.
The total number of common shares available for repurchase under these authorizations at May 31, 2024 was 6.1 million. 36 Table of Contents 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.
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.
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.
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.
The dividend was funded by cash drawn on the Worthington Steel Credit Facility of $175.0 million immediately prior to the Distribution.
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.
Post-closing, we hold a 49%, noncontrolling interest in the joint venture, which is accounted for under the equity method due to our significant influence.
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.
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.
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.
These resources include cash and cash equivalents and unused committed lines of credit under our Credit Facility.
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.
Other operating items Increase/ (In millions) 2024 2023 (Decrease) Impairment of goodwill and long-lived assets $ 33.0 $ 0.5 $ 32.5 Restructuring and other expense (income), net 29.3 (0.4 ) 29.7 Separation costs 12.7 6.5 6.2 • Impairment of goodwill and long-lived assets in fiscal 2024 was primarily due to the deconsolidation of our Sustainable Energy Solutions business.
Other Operating Items 2025 2024 Change Impairment of goodwill and long-lived assets $ 50.8 $ 33.0 $ 17.8 Restructuring and other expense, net 10.5 29.3 (18.8 ) Separation costs - 12.7 (12.7 ) • Impairment activity in fiscal 2025 primarily reflects the non-cash write-down of intangible assets associated with GTI, totaling $50.1 million.
Income Taxes Critical estimate: In accordance with the authoritative accounting guidance, we account for income taxes using the asset and liability method.
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.
Impairment activity in the prior fiscal year was driven by changes in the intended use of certain fixed assets at our Building Products facility in Jefferson, Ohio. Refer to “Note E – Goodwill and Other Long-Lived Assets” for additional information. • Restructuring activity during fiscal 2024 is related primarily to the deconsolidation of our Sustainable Energy Solutions business.
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.
Liquidity and Capital Resources During fiscal 2024, we generated $290.0 million of cash from operating activities, invested $83.5 million in property, plant and equipment, and spent $42.0 million on acquisitions, which included Worthington Steel’s purchase of Voestalpine for $21.0 million prior to the Separation.
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.
Income taxes Effective Effective Increase/ (In millions) 2024 Tax Rate 2023 Tax Rate (Decrease) Income tax expense $ 39.0 52.6 % $ 34.5 21.5 % $ 4.5 • Income tax expense was $39.0 million in fiscal 2024 compared to income tax expense of $34.5 million in the prior fiscal year.
Income Tax Expense Change 2025 2024 $ % Income tax expense $ 33.8 $ 39.0 $ (5.2 ) (13.3 %) Annual ETR 26.1 % 52.6 % Annual adjusted ETR 23.0 % 23.5 % • Income tax expense totaled $33.8 million in fiscal 2025, compared to $39.0 million in the prior fiscal year.
To facilitate our post-Separation capital structure, we redeemed in full our 2026 Notes for $243.6 million and our 2024 Notes for $150.0 million, as further discussed in “Note I - Debt.” Fiscal 2023 vs. Fiscal 2022 Net cash used by financing activities was $133.1 million in fiscal 2023 compared to $237.7 million in fiscal 2022.
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.
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This MD&A is divided into seven main sections: • Business Overview; • Separation of the Steel Processing Business; • Other Business Developments; • Trends and Factors Impacting our Performance; • Results of Operations; • Liquidity and Capital Resources; and • Critical Accounting Estimates 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.
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Our primary goal is to create value for our shareholders.
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Our business strategy is rooted in our people first culture that values our relationships across the spectrum and revolves around products and services that empower people to live safer, healthier and more expressive lives.
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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. 23 Table of Contents 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.
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Consumer Products: Our Consumer Products business serves retail customers and end consumers 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™.
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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.
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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. This segment also includes our consolidated joint venture, Halo.
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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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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.
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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.
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Worthington Steel is an independent public company trading under the symbol “WS” on the NYSE.
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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.
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Pursuant to the transaction, Hexagon acquired a 49% stake in the joint venture for approximately $11.5 million, after adjusting for closing cash and preliminary net working capital, with an additional 2% sold to members of the existing management team for an additional $0.5 million.
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Refer to “Note P – Acquisitions” for additional information. 24 Table of Contents 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.
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The newly formed joint venture, which combines two of Europe’s market leaders in composite high-pressure storage technology, will focus on capitalizing on the global clean energy transition specific to the storage, transport and distribution of hydrogen and compressed natural gas.
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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.
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Our 49% noncontrolling interest does not qualify as a standalone operating segment and therefore will be reported within Other along with unallocated corporate expenses, as discussed further in “Note P – 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.
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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.
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Trends and Factors Impacting our Performance The following trends and factors have contributed to the results of our consolidated operations, and we anticipate that they will continue to affect our future results. End Markets and Competition We sell our products and services to a diverse customer base and a broad range of end markets.
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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.
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These end markets include residential construction, non-residential construction, and repair and remodel, which drives demand in our Building Products operating segment, including WAVE and ClarkDietrich, our unconsolidated joint ventures; and tools, outdoor living, and celebrations which drives demand in our Consumer Products operating segment, including Halo, our consolidated joint venture.
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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.
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Given the broad base of products and services offered, specific competitors vary based on the target industry, product type, service type, size of program and geography. Competition is primarily based on price, product quality, brand recognition, product innovation, and customer service. Sales to one customer within Consumer Products represented 12% of consolidated net sales during fiscal 2024.
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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.
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General Economic and Market Conditions U.S. GDP growth rate trends typically reflect the strength of demand and, in many cases, the pricing of our products. An increase in year-over-year U.S. GDP growth rates usually signifies a stronger economy, which often leads to higher demand and pricing for our products. Conversely, a decline in U.S.
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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.
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GDP growth rates generally indicates a weaker economy, resulting in lower demand and pricing for our products. Fluctuations in U.S. GDP growth rates can signal changes in conversion costs related to production and in SG&A.
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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.
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There remains a high level of uncertainty in the current macroeconomic environment and geopolitical environments, and prolonged inflationary pressures continue to negatively impact the discretionary spending of many of our customers.
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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.
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In addition to inflation, consumer spending habits, including spending for products that we sell, are affected by, among other things, prevailing global economic conditions, the costs of basic necessities and other goods, levels of employment, salaries and wage rates, and prevailing interest rates.
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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.
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In addition, consumer purchasing patterns are generally influenced by consumers’ disposable income, credit availability and debt levels. 26 Table of Contents We also actively monitor other publicly available macroeconomic trends that provide insight into the activity in our end markets, including, but not limited to the ABI, the Dodge Momentum Index, the HMI, steel prices, retail sales, state and local government spending, interest rate environment and inflation metrics.
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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.
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Current macro-economic trends within our end markets are described in additional detail below, as well as selected key indicators for the periods presented. 2024 vs. 2023 vs. ($ and units in millions) 2024 2023 2022 2023 2022 U.S. Residential Construction spend (1) $ 930,464 $ 872,594 $ 990,265 $ 57,870 $ (117,671 ) U.S.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest change(In millions) 2024 2023 Commodity contracts $ 0.7 $ (5.6 ) Foreign currency exchange contracts (1.2 ) - Total $ (0.5 ) $ (5.6 ) 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.
Biggest changeFair values of these derivative financial instruments do not consider the offsetting impact of the underlying hedged item. 2025 2024 Commodity contracts $ 0.5 $ 0.7 Foreign currency exchange contracts (6.9 ) (1.2 ) Total $ (6.4 ) $ (0.5 ) 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.
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 2024. The derivative financial instruments were executed with highly rated financial institutions. No credit loss is anticipated.
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.
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 will be recognized in earnings, as an increase to interest expense, over the life of the related 2026 Notes.
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, we redeemed the 2026 Notes in full and released the then remaining amount deferred in AOCI associated with this interest rate swap. 39 Table of Contents Foreign Currency Exchange Risk The translation of foreign currencies into U.S. dollars subjects us to exposure related to fluctuating foreign currency exchange rates.
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. 35 Table of Contents Foreign Currency Exchange Risk The translation of foreign currencies into U.S. dollars subjects us to exposure related to fluctuating foreign currency exchange rates.
At May 31, 2024, 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.
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.
These instruments are used primarily to mitigate market exposure. Refer to “Note R – Derivative Financial 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.
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.
We entered into an interest rate swap in March 2014, in anticipation of the issuance of the 2026 Notes. Refer to “Note I – Debt” for additional information regarding the 2026 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.
Refer to the “Cautionary Note Regarding Forward-Looking Statements” section at the beginning of this Form 10-K for additional information. 40 Table of Contents
Refer to the “Cautionary Note Regarding Forward-Looking Statements” section at the beginning of this Form 10-K for additional information. 36 Table of Contents
We entered into an interest rate swap in June 2017, in anticipation of the issuance of the 2032 Notes. Refer to “Note I – Debt” for additional information regarding the 2032 Notes.
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 fair values of our outstanding derivative positions at May 31, 2024 and 2023 are summarized below. Fair values of these derivative financial instruments do not consider the offsetting impact of the underlying hedged item.
The fair values of our outstanding derivative positions at May 31, 2025 and 2024 are summarized below.
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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.

Other WOR 10-K year-over-year comparisons