UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~November~~February 3028, ~~2025~~2026

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

For the transition period from ___________ to ___________

Commission File Number 001-08399

WORTHINGTON ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


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

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

     (614) 438-3210

    

     (Registrant’s telephone number, including area code)

    

     Not Applicable

    

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

    

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

On ~~January~~April 56, 2026, the number of common shares, without par value, of the registrant issued and outstanding was 49,~~546~~252,~~581~~994.

Table of Contents

TABLE OF CONTENTS

Commonly Used or Defined Terms			ii
Cautionary Note Regarding Forward-Looking Statements			iv
Use of Non-GAAP Financial Measures and Definitions			1
Part I. Financial Information
	Item 1.	Financial Statements
		Consolidated Balance Sheets – November 30, 2025 and May 31, 2025	4
		Consolidated Balance Sheets – February 28, 2026 and May 31, 2025	5
		Consolidated Statements of Earnings – Three Months and Six Months Ended November 30, 2025 and 2024	5
		Consolidated Statements of Earnings – Three Months and Nine Months Ended February 28, 2026 and 2025	6
		Consolidated Statements of Comprehensive Income – Three Months and Six Months Ended November 30, 2025 and 2024	6
		Consolidated Statements of Comprehensive Income – Three Months and Nine Months Ended February 28, 2026 and 2025	7
		Consolidated Statements of Cash Flows – Three Months and Six Months Ended November 30, 2025 and 2024	7
		Consolidated Statements of Cash Flows – Three Months and Nine Months Ended February 28, 2026 and 2025	8
		Condensed Notes to Consolidated Financial Statements (Unaudited)	89
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3537
	Item 4.	Controls and Procedures	3537
Part II. Other Information
	Item 1.	Legal Proceedings	3638
	Item 1A.	Risk Factors	3638
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3638
	Item 3.	Defaults Upon Senior Securities	3739
	Item 4.	Mine Safety Disclosures	3739
	Item 5.	Other Information	3739
	Item 6.	Exhibits	3739
Signatures			3840

Table of Contents

COMMONLY USED OR DEFINED TERMS

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

Term		Definition
ABI		Architecture Billings Index
AI		Artificial intelligence
AOCI		Accumulated other comprehensive income (loss)
ASU		Accounting Standards Update
ATSR		Annualized absolute total shareholder return
Board		Board of Directors of Worthington Enterprises, Inc.
CARES Act		Coronavirus Aid, Relief and Economic Security Act
CEO		Chief Executive Officer
ClarkDietrich		Clarkwestern Dietrich Building Systems LLC
CODM		Chief Operating Decision Maker
common shares		The common shares, no par value, of Worthington Enterprises
COVID-19		The novel coronavirus disease first known to originate in December 2019
Credit Facility		Our $500,000,000 unsecured revolving credit facility with a group of lenders
current year quarter		The three months ended November 30, 2025
current year period		The nine months ended February 28, 2026
current year quarter		The three months ended February 28, 2026
DMI		Dodge Momentum Index
EBIT		Earnings before interest and taxes
EBITDA		Earnings before interest, taxes, depreciation, and amortization
Elgen		Elgen Manufacturing Company, Inc.
EPS		Earnings per common share
equity income		Equity in net income of unconsolidated affiliates
ETR		Effective income tax rate
Exchange Act		Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standards Board
fiscal 2024		Our fiscal year ended May 31, 2024
fiscal 2025		Our fiscal year ended May 31, 2025
fiscal 2026		Our fiscal year ~~ended~~ending May 31, 2026
Form 10-Q		This Quarterly Report on Form 10-Q for the quarterly period ended ~~November~~February 3028, ~~2025~~2026
GAAP		U.S. generally accepted accounting principles
Halo		WH Products, LLC
Hexagon Composites		Hexagon Composites ASA, which is traded on the Euronext Oslo as HEX
Hexagon Purus		Hexagon Purus ASA, which is traded on the Euronext Oslo as HPUR
HMI		National Association of Home Builders/Wells Fargo Housing Market Index
HVAC		Heating, ventilation, and air conditioning
Hydrostat		Hydrostat, Inc.
IEEPA		International Emergency Economic Powers Act, as amended
LIRA		Leading Indicator of Remodeling Activity
LPG		Liquefied petroleum gas
LSI		LSI Group, LLC
MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations
N.M.		Not meaningful
OCI		Other comprehensive income (loss)
prior year period		The ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025
prior year quarter		The three months ended ~~November~~February 3028, ~~2024~~2025
PSLRA		Private Securities Litigation Reform Act of 1995, as amended
Ragasco		Ragasco AS
SEC		Securities and Exchange Commission
second quarter of fiscal 2026		Our fiscal quarter ended November 30, 2025
SES		Sustainable Energy Solutions
Separation		The separation of our former steel processing business, effective December 1, 2023
SG&A		Selling, general and administrative expenses
simple SOFR		Simple Secured Overnight Financing Rate
Special PSA		Special award of common shares subject to performance-based and time-based vesting restrictions
special PSA		Special award of common shares subject to performance-based and time-based vesting restrictions
Steel Supply and Services Agreement		Steel Supply and Services Agreement, dated November 30, 2023, by and between Worthington Steel and Worthington Enterprises.

Table of Contents

Term		Definition
Steel Supply and Services Agreement		Steel Supply and Services Agreement, dated November 30, 2023, by and between Worthington Steel and Worthington Enterprises.
third quarter of fiscal 2026		Our fiscal quarter ended February 28, 2026
Trademark License Agreement		Trademark License Agreement, dated November 30, 2023, by and between Worthington Steel and Worthington Enterprises.
Transition Services Agreement		Transition Services Agreement, dated November 30, 2023, by and between Worthington Steel and Worthington Enterprises.
U.S.		United States of America
WAVE		Worthington Armstrong Venture
Workhorse		Taxi Workhorse Holdings, LLC
Worthington Enterprises		Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.)
Worthington Steel		Worthington Steel, Inc.
2025 Form 10-K		Our Annual Report on Form 10-K for fiscal 2025 as filed with the SEC on July 30, 2025
2026 Form 10-K		Our Annual Report on Form 10-K for fiscal 2026

Also see the definitions included in the “Use of Non-GAAP Financial Measures and Definitions” section of this Form 10-Q.

iii

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•

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

•

outlook, strategy or business plans;

•

anticipated benefits of the Separation;

expected financial and operational performance, and future opportunities;

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

the tax treatment of the Separation transaction;

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

•

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

•

the ability to improve or maintain margins;

•

expected demand or demand trends;

•

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

•

expected benefits from transformation and innovation efforts;

•

the ability to improve performance and competitive position;

•

anticipated working capital needs, capital expenditures and asset sales;

•

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

•

projected profitability potential;

•

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

•

projected capacity and the alignment of operations with demand;

•

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

•

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

•

the ability to attract, retain and develop key personnel and skilled labor, and to execute effective management succession and workforce planning;

•

expectations for inventories, jobs and orders;

•

expectations for the economy and markets or improvements therein;

•

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

•

effects of judicial rulings, laws and regulations;

•

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

•

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

•

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

other non-historical matters.

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

•

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

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

•

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

•

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

•

product demand and pricing;

•

Table of Contents

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

•

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

•

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

Table of Contents

•

increases in freight and energy costs;

•

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

•

effects of facility closures and the consolidation of operations;

•

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

•

failure to maintain appropriate levels of inventories;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

the level of imports and import prices in our markets;

•

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

•

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

•

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

•

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

•

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

•

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

•

cybersecurity risks;

•

the effects of privacy and information security laws and standards;

•

the seasonality of our operations;

•

the effects of competition and price pressures from competitors; and

•

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

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

Table of Contents

USE OF NON-GAAP FINANCIAL MEASURES AND DEFINITIONS

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

~~NON-GAAP~~Beginning ~~FINANCIAL MEASURES. This Form 10-Q includes certain financial measures that are not calculated and presented~~ in ~~accordance~~the ~~with~~third ~~GAAP.~~quarter ~~Non-GAAP~~of ~~financial~~fiscal ~~measures typically exclude items that management believes are not reflective of~~2026, ~~and~~we ~~thus~~updated ~~should~~our ~~not~~definition ~~be included when evaluating the performance~~ of ~~our~~adjusted ~~ongoing~~operating ~~operations.~~income, ~~Management~~adjusted ~~uses~~net ~~these non-GAAP financial measures to evaluate ongoing performance~~earnings, ~~engage~~adjusted ~~in financial and operational planning~~EBITDA, and ~~determine~~adjusted ~~incentive~~EPS ~~compensation.~~– ~~Management~~diluted ~~believes~~to ~~these~~exclude ~~non-GAAP financial measures provide useful supplemental information regarding~~ the ~~performance~~acquisition-related amortization of ~~our~~inventory ~~ongoing~~step-up ~~operations and should not be considered as an alternative to the comparable GAAP financial measure~~charges. ~~Additionally, management believes these non~~Non-GAAP financial measures ~~allow~~ for ~~meaningful~~prior ~~comparisons~~periods ~~and~~presented ~~analysis of trends~~ in ~~our~~this ~~business~~Form ~~and~~10-Q ~~enables~~have ~~investors~~been torecast ~~evaluate~~for ~~our operations and future prospects in the same manner as management~~comparability.

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

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

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

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

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

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

EXCLUSIONS FROM NON-GAAP FINANCIAL MEASURES

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

•

Amortization of inventory step-up represents the increase in inventory fair value associated with our acquisitions. The increase in inventory fair value is amortized to cost of sales over the period that the related inventory is sold. The amortization of inventory step-up is excluded because it is a non-cash expense that is not indicative of ongoing operating results.

•

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

•

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

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

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

Table of Contents

•

~~Consolidated~~Loss ~~Results~~on –partial ~~Selected~~sale ~~Non-GAAP~~of ~~Adjusted~~investment ~~Results~~in SES, which resulted from the divestiture of our 49% interest in the Composites business of the SES joint venture, is excluded because it did not occur in the normal course of business.

•

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

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

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

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

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

Table of Contents

(In thousands, except per common share amounts)

Consolidated Results – Selected Non-GAAP Adjusted Results


	Three Months Ended February 28, 2026
			Earnings
			Before		Income
	Operating		Income		Tax			Net		Diluted
	Income		Taxes		Expense			Earnings (1)		EPS (1)
GAAP	$	31,543	$	60,114	$	14,994		$	45,463	$	0.92
Amortization of inventory step-up (2)		1,500		1,500		(367	)		1,133		0.02
Restructuring and other expense, net		2,186		2,186		(512	)		1,674		0.03
Unrealized loss on investment in marketable securities (4)		-		340		(84	)		256		0.01
Non-GAAP	$	35,229	$	64,140	$	15,957		$	48,526	$	0.98


	Three Months Ended February 28, 2025
			Earnings
			Before		Income
	Operating		Income		Tax		Net		Diluted
	Income		Taxes		Expense		Earnings (1)		EPS (1)
GAAP	$	20,868	$	52,579	$	13,240	$	39,663	$	0.79
Restructuring and other expense, net		5,374		5,374		295		5,669		0.12
Non-GAAP	$	26,242	$	57,953	$	12,945	$	45,332	$	0.91


	Nine Months Ended February 28, 2026
			Earnings
			Before		Income
	Operating		Income		Tax			Net		Diluted
	Income		Taxes		Expense			Earnings (1)		EPS (1)
GAAP	$	53,050	$	141,575	$	34,605		$	107,939	$	2.17
Amortization of inventory step-up (2)		3,651		3,651		(888	)		2,763		0.06
Restructuring and other expense, net		6,306		6,306		(1,292	)		5,014		0.11
Loss on partial sale of investment in SES (3)		-		2,950		-			2,950		0.06
Unrealized loss on investment in marketable securities (4)		-		1,584		(385	)		1,199		0.01
Non-GAAP	$	63,007	$	156,066	$	37,170		$	119,865	$	2.41


	Nine Months Ended February 28, 2025
			Earnings
			Before		Income
	Operating		Income		Tax			Net		Diluted
	Income		Taxes		Expense			Earnings (1)		EPS (1)
GAAP	$	19,690	$	120,478	$	29,122		$	92,176	$	1.84
Amortization of inventory step-up		1,477		1,477		(369	)		1,108		0.02
Restructuring and other expense, net		9,152		9,152		(632	)		8,520		0.17
Non-GAAP	$	30,319	$	131,107	$	30,123		$	101,804	$	2.03

Table of Contents

(In thousands, except per common share amounts)

Consolidated Results - Adjusted EBITDA

	Three Months Ended						~~Six~~Nine Months Ended
	November 30,						November 30,
	February 28,						February 28,
	2025			2024			2025			2024
	2026			2025			2026			2025
Net earnings (GAAP)	$	2745,~~029~~120		$	2839,~~009~~339		$	61106,~~850~~970		$	5291,~~017~~356
Plus: Net loss attributable to noncontrolling interest		~~299~~343			~~251~~324			~~626~~969			~~496~~820
Net earnings attributable to controlling interest		2745,~~328~~463			2839,~~260~~663			62107,~~476~~939			5292,~~513~~176
Interest expense, net		1,~~472~~828			~~1,033~~628			13,~~535~~363			12,~~522~~150
Income tax expense		814,~~751~~994			913,~~100~~240			1934,~~611~~605			1529,~~882~~122
EBIT (4)		37,551			38,393			83,622			69,917
EBIT (5)		62,285			53,531			145,907			123,448
Restructuring and other expense, net		1,644			2,620			4,120			3,778
Amortization of inventory step-up (2)		1,500			-			3,651			1,477
Loss on partial sale of investment in SES (2)		2,950			-			2,950			-
Restructuring and other expense, net		2,186			5,374			6,306			9,152
Unrealized loss on investment in marketable securities (3)		1,243			-			1,243			-
Loss on partial sale of investment in SES (3)		-			-			2,950			-
Adjusted EBIT (4)		43,388			41,013			91,935			73,695
Unrealized loss on investment in marketable securities (4)		340			-			1,584			-
Depreciation and amortization		13,764			11,927			26,850			23,757
Adjusted EBIT (5)		66,311			58,905			160,398			134,077
Stock-based compensation (5)		3,326			3,273			6,753			7,197
Depreciation and amortization		14,552			11,950			41,402			35,707
Adjusted EBITDA (non-GAAP)	$	60,478		$	56,213		$	125,538		$	104,649
Stock-based compensation (6)		3,752			2,924			10,504			10,122
Net earnings margin (GAAP)		8.3	%		10.2	%		9.8	%		9.8	%
Adjusted EBITDA (non-GAAP)	$	84,615		$	73,779		$	212,304		$	179,906
Adjusted EBITDA margin (non-GAAP)		18.5	%		20.5	%		19.9	%		19.7	%
Net earnings margin (GAAP)		11.9	%		12.9	%		10.6	%		10.9	%
Adjusted EBITDA margin (non-GAAP)		22.3	%		24.2	%		21.0	%		21.5	%

(1)

Excludes the impact of noncontrolling interest.

(2)

Reflects the ~~loss~~amortization ~~incurred~~of inthe ~~connection~~step-up ~~with~~to ~~divestment~~fair market value of ~~our~~acquired ~~49%~~inventory ~~interest~~related into the ~~composite~~LSI ~~assets~~and ofElgen ~~our~~acquisitions ~~SES~~in ~~joint~~fiscal ~~venture~~2026 onand ~~October~~the ~~16,~~Ragasco acquisition in fiscal 2025. InWe ~~exchange~~updated ~~for~~the definition of our ~~interest~~non-GAAP financial measures to exclude inventory step-up charges in the ~~divested~~third ~~assets,~~quarter weof ~~received~~fiscal ~~common~~2026. ~~shares~~All previously reported amounts in ~~both~~this ~~Hexagon~~Form ~~Composites~~10-Q ~~and~~have ~~Hexagon~~been ~~Purus~~recast to conform to this change.

(3)

Reflects the ~~unrealized~~ loss onincurred ~~investment~~in connection with divestment of our 49% interest in ~~marketable~~the ~~securities~~composite ~~noted~~assets of our SES joint venture on October 16, 2025. In exchange for our interest in ~~footnote~~the ~~(2)~~divested ~~above~~assets, we received common shares of both Hexagon Composites and Hexagon Purus.

(4)

Reflects the unrealized loss associated with the marketable securities noted in footnote (3) above.

(5)

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

(6)

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

Table of Contents

Item 1. – Financial Statements

WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	(Unaudited)
	November 30,		May 31,
	February 28,		May 31,
	2025		2025
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	~~180~~5,~~288~~979	$	250,075
Receivables, less allowances of $1,130 and $907, respectively		207,320		215,824
Receivables, less allowances of $1,062 and $907, respectively		231,878		215,824
Inventories:
Raw materials		98104,~~611~~684		80,522
Work in process		8,~~201~~087		9,408
Finished products		9184,~~629~~817		79,463
Total inventories		~~198~~197,~~441~~588		169,393
Income taxes receivable		25,~~616~~374		12,720
Prepaid expenses and other current assets		3743,~~117~~044		37,358
Total current assets		~~648~~503,~~782~~863		685,370
Investments in unconsolidated affiliates		~~119~~118,~~222~~678		129,262
Operating lease assets		3944,~~586~~703		22,699
Goodwill		~~412~~499,~~764~~492		376,480
Other intangible assets, net of accumulated amortization of $96,736 and $88,887, respectively		219,056		190,398
Other intangible assets, net of accumulated amortization of $101,791 and $88,887, respectively		327,353		190,398
Other assets		2524,~~284~~900		20,717
Property, plant and equipment:
Land		8,~~727~~746		8,703
Buildings and improvements		~~135~~136,~~134~~279		132,742
Machinery and equipment		~~390~~409,~~637~~609		372,798
Construction in progress		5057,~~427~~206		33,326
Total property, plant and equipment		~~584~~611,~~925~~840		547,569
Less: accumulated depreciation		~~296~~307,~~286~~291		277,343
Total property, plant and equipment, net		~~288~~304,~~639~~549		270,226
Total assets	$	1,~~753~~823,~~333~~538	$	1,695,152
Liabilities and equity
Current liabilities:
Accounts payable	$	~~104~~107,~~779~~386	$	103,205
Accrued compensation, contributions to employee benefit plans and related taxes		29,396		43,864
Short-term borrowings		4,792		-
Dividends payable		9,776		9,172
Accrued compensation, contributions to employee benefit plans and related taxes		43,062		43,864
Other accrued items		46,013		34,478
Dividends payable		9,833		9,172
Current operating lease liabilities		8,472		6,014
Other accrued items		39,659		34,478
Income taxes payable		634		109
Current operating lease liabilities		7,950		6,014
Total current liabilities		199,070		196,842
Income taxes payable		554		109
Other liabilities		57,574		53,364
Total current liabilities		213,236		196,842
Distributions in excess of investment in unconsolidated affiliate		106,363		103,767
Other liabilities		58,462		53,364
Long-term debt		305,255		302,868
Distributions in excess of investment in unconsolidated affiliate		109,592		103,767
Noncurrent operating lease liabilities		31,942		17,173
Long-term debt		307,256		302,868
Deferred income taxes, net		90,106		82,901
Noncurrent operating lease liabilities		37,681		17,173
Total liabilities		790,310		756,915
Deferred income taxes, net		94,751		82,901
Shareholders’ equity - controlling interest		962,599		937,187
Total liabilities		820,978		756,915
Noncontrolling interest		424		1,050
Shareholders’ equity - controlling interest		1,002,479		937,187
Total equity		963,023		938,237
Noncontrolling interest		81		1,050
Total liabilities and equity	$	1,753,333	$	1,695,152
Total equity		1,002,560		938,237
Total liabilities and equity	$	1,823,538	$	1,695,152

See condensed notes to consolidated financial statements.

Table of Contents

WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per common share amounts)

(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	November 30,						November 30,
	February 28,						February 28,
	2025			2024			2025			2024
	2026			2025			2026			2025
Net sales	$	~~327~~378,~~452~~677		$	~~274~~304,~~046~~524		$	~~631~~1,~~159~~009,836		$	~~531~~835,~~354~~878
Cost of goods sold		~~242~~269,~~823~~203			~~199~~215,~~987~~277			~~464~~733,~~246~~449			~~394~~610,~~800~~077
Gross profit		84109,~~629~~474			7489,~~059~~247			~~166~~276,~~913~~387			~~136~~225,~~554~~801
Selling, general and administrative expense		7075,~~721~~745			6763,~~918~~005			~~141~~217,~~286~~031			~~133~~196,~~954~~959
Restructuring and other expense, net		12,~~644~~186			25,~~620~~374			46,~~120~~306			39,~~778~~152
Operating income (loss)		12,264			3,521			21,507			(1,178	)
Operating income		31,543			20,868			53,050			19,690
Other income (expense):
Miscellaneous income (expense), net		(~~4,130~~316	)		65258			(4,~~286~~602	)		~~551~~809
Interest expense, net		(1,~~472~~828	)		(~~1,033~~628	)		(13,~~535~~363	)		(12,~~522~~150	)
Equity in net income of unconsolidated affiliates		2930,~~118~~715			3432,~~556~~081			6596,~~775~~490			70102,~~048~~129
Earnings before income taxes		3560,~~780~~114			3752,~~109~~579			81141,~~461~~575			67120,~~899~~478
Income tax expense		814,~~751~~994			913,~~100~~240			1934,~~611~~605			1529,~~882~~122
Net earnings		2745,~~029~~120			2839,~~009~~339			61106,~~850~~970			5291,~~017~~356
Net loss attributable to noncontrolling interest		(~~299~~343	)		(~~251~~324	)		(~~626~~969	)		(~~496~~820	)
Net earnings attributable to controlling interest	$	2745,~~328~~463		$	2839,~~260~~663		$	62107,~~476~~939		$	5292,~~513~~176
Basic
Weighted average common shares outstanding		49,~~160~~073			49,~~464~~377			49,~~212~~167			49,~~475~~443
Earnings per share attributable to controlling interest	$	0.5693		$	0.5780		$	12.2720		$	1.0686
Diluted
Weighted average common shares outstanding		49,~~762~~665			5049,~~138~~981			49,~~895~~822			50,~~264~~171
Earnings per share attributable to controlling interest	$	0.5592		$	0.5679		$	12.2517		$	1.0484
Cash dividends declared per common share	$	0.19		$	0.17		$	0.3857		$	0.3451

See condensed notes to consolidated financial statements.

Table of Contents

WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	November 30,						November 30,
	February 28,						February 28,
	2025			2024			2025			2024
	2026			2025			2026			2025
Net earnings	$	2745,~~029~~120		$	2839,~~009~~339		$	61106,~~850~~970		$	5291,~~017~~356
Other comprehensive income (loss), net of tax
Foreign currency translation		~~(956~~5,304	)		(32,~~276~~704	)		~~451~~5,756			(25,~~735~~439	)
Pension liability adjustment		4(7	)		13161			(715	)		6167
Cash flow hedges		~~(646~~860	)		~~(57~~548	)		(~~959~~99	)		~~(107~~441	)
Other comprehensive loss, net of tax		(1,598	)		(3,320	)		(515	)		(2,836	)
Other comprehensive income (loss), net of tax		6,157			(1,995	)		5,642			(4,831	)
Comprehensive income		2551,~~431~~277			2437,~~689~~344			61112,~~335~~612			4986,~~181~~525
Comprehensive loss attributable to noncontrolling interest		(~~299~~343	)		(~~251~~324	)		(~~626~~969	)		(~~496~~820	)
Comprehensive income attributable to controlling interest	$	2551,~~730~~620		$	2437,~~940~~668		$	61113,~~961~~581		$	4987,~~677~~345

See condensed notes to consolidated financial statements.

Table of Contents

WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	November 30,						November 30,
	February 28,						February 28,
	2025			2024			2025			2024
	2026			2025			2026			2025
Operating activities:
Net earnings	$	2745,~~029~~120		$	2839,~~009~~339		$	61106,~~850~~970		$	5291,~~017~~356
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		1314,~~764~~552			11,~~927~~950			2641,~~850~~402			2335,~~757~~707
Provision for (benefit from) deferred income taxes		~~561~~4,294			2(8,~~682~~016	)		37,~~518~~812			(210,~~855~~871	)
Bad debt expense		230			2,069			209			2,061
Bad debt (income) expense		(97	)		1,128			112			3,189
Equity in net income of unconsolidated affiliates, net of distributions		54,~~108~~064			43,~~268~~089			48,~~927~~991			710,~~721~~810
Net loss (gain) on sale of assets		~~3,012~~(17	)		(~~508~~21	)		32,~~012~~995			(~~526~~547	)
Stock-based compensation		3,~~326~~752			52,~~937~~924			610,~~753~~504			912,~~862~~787
Unrealized loss on investment in marketable securities		~~1,243~~340			-			1,~~243~~584			-
Changes in assets and liabilities, net of impact of acquisitions:
Receivables		6(16,~~736~~973	)		(18,~~636~~553	)		203,~~843~~870			(9,~~530~~023	)
Inventories		310,~~120~~998			714,~~836~~128			(121,~~697~~699	)		115,~~430~~558
Accounts payable		16,~~969~~612			~~447~~46			(93,~~977~~365	)		(12,~~646~~600	)
Accrued compensation and employee benefits		(413,~~079~~658	)		(28,~~021~~838	)		(~~14,478~~820	)		(134,~~466~~628	)
Other operating items, net		(1024,~~501~~365	)		72,~~043~~279			~~527~~(23,838	)		1315,~~314~~592
Net cash provided by operating activities		5161,~~518~~938			4957,~~053~~131			92154,~~580~~518			90147,~~199~~330
Investing activities:
Investment in property, plant and equipment		(1213,~~432~~794	)		(1512,~~161~~704	)		(2539,~~627~~421	)		(2437,~~790~~494	)
Acquisitions, net of cash acquired		-(212,191	)		~~731~~-			(92304,~~235~~426	)		(88,156	)
Proceeds from sale of assets, net of selling costs		-18			~~1,616~~59			-18			13,~~385~~444
Investment in non-marketable equity securities, net of distributions		(5558	)		(40833	)		(55113	)		(2,~~040~~873	)
Net cash used by investing activities		(12226,~~487~~025	)		(1213,~~854~~478	)		(~~117~~343,~~917~~942	)		(~~101~~115,~~601~~079	)
Financing activities:
Dividends paid		(9,~~623~~341	)		(8,~~969~~422	)		(1827,~~199~~540	)		(1725,~~085~~507	)
Purchase of common shares		(13,695	)		(8,079	)		(19,954	)		(14,882	)
Repurchase of common shares		(5,374	)		(6,170	)		(25,328	)		(21,052	)
Proceeds from issuance of common shares, net of tax withholdings		(2,269	)		(3,893	)		(5,821	)		(7,051	)
Net proceeds from short term borrowings		4,792						4,792
Principal payments on long-term obligations		(~~278~~284	)		-			(~~476~~760	)		-
Net cash used by financing activities		(25,865	)		(20,941	)		(44,450	)		(39,018	)
Proceeds from issuance of common shares, net of tax withholdings		(15	)		(22	)		(5,836	)		(7,073	)
Increase (decrease) in cash and cash equivalents		13,166			15,258			(69,787	)		(50,420	)
Net cash used by financing activities		(10,222	)		(14,614	)		(54,672	)		(53,632	)
Cash and cash equivalents at beginning of period		167,122			178,547			250,075			244,225
(Decrease) increase in cash and cash equivalents		(174,309	)		29,039			(244,096	)		(21,381	)
Cash and cash equivalents at end of period	$	180,288		$	193,805		$	180,288		$	193,805
Cash and cash equivalents at beginning of period		180,288			193,805			250,075			244,225
Cash and cash equivalents at end of period	$	5,979		$	222,844		$	5,979		$	222,844

See condensed notes to consolidated financial statements.

Table of Contents

WORTHINGTON ENTERPRISES, INC.

CONDENSED Notes to Consolidated Financial Statements (UNAUDITED)

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

Note A – Basis of Presentation

Basis of Presentation

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

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

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

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

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

Relationship with Worthington Steel

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

Pursuant to the Steel Supply and Services Agreement, Worthington Steel manufactures and supplies to us, at reasonable market rates, certain flat rolled steel products, and will provide us with certain related support services such as design, engineering/technical services, price risk management, scrap management, steel purchasing, supply chain optimization and product rework services, and other services at our request that are ancillary to the supply of the flat rolled steel products. Purchases from Worthington Steel under the Steel Supply and Services Agreement totaled $3134,~~865~~607 and $2327,~~024~~536 for the ~~three~~current ~~months~~year ~~ended~~quarter ~~November 30, 2025~~ and ~~November~~prior ~~30,~~year ~~2024~~quarter, respectively, and $68103,~~901~~508 and $5178,~~455~~991 for the ~~six~~current ~~months~~year ~~ended~~period ~~November 30, 2025~~ and ~~November~~prior ~~30,~~year ~~2024~~period, respectively. Accounts payable related to these purchases were $610,~~580~~614 and $9,099 as of ~~November~~February 3028, ~~2025~~2026 and May 31, 2025, respectively.

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

Recently Issued Accounting Pronouncements

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

Table of Contents

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

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the application, form and content, and required disclosures for interim financial statements prepared in accordance with GAAP. The ASU improves the organization and clarity of Topic 270 by specifying interim reporting requirements, consolidating required interim disclosures and introducing a disclosure principle for events and changes occurring after the end of the most recent annual reporting period that have a material impact on the entity. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities. Early adoption is permitted. The amendments in this ASU are not expected to have a material effect on our financial position or results of operations.

Note B – Investments in Unconsolidated Affiliates

Investments in joint ventures that we do not control, either through majority ownership or otherwise, are unconsolidated and accounted for using the equity method. At ~~November~~February 3028, ~~2025~~2026, we held investments in the following unconsolidated joint ventures: ClarkDietrich (25%); SES (49%); WAVE (50%); and Workhorse (20%).

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

We received distributions from unconsolidated affiliates totaling $70105,~~702~~481 during the ~~six~~current ~~months~~year ~~ended November 30, 2025~~period. We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in a negative asset balance of $~~106~~109,~~363~~592 and $103,767 at ~~November~~February 3028, ~~2025~~2026 and May 31, 2025, respectively. In accordance with the applicable accounting guidance, we have reclassified the negative balances to distributions in excess of investment in unconsolidated affiliate within our consolidated balance sheets. We will continue to record our equity in the net income of WAVE as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheets. If it becomes probable that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will immediately recognize any balance classified as a liability as income.

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

Table of Contents

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

	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2025			2024			2025			2024
WAVE
Net sales	$	120,733		$	114,627		$	255,450		$	240,532
Operating income		57,466			53,366			125,150			113,430
Depreciation and amortization		791			891			2,429			2,361
Interest expense, net		3,871			4,236			7,831			8,645
Income tax expense (benefit)		(18	)		133			116			197
Net earnings		54,154			48,996			117,751			105,205
ClarkDietrich
Net sales	$	282,615		$	290,447		$	572,606		$	592,302
Operating income		15,880			37,498			38,669			71,579
Depreciation and amortization		4,586			3,934			9,081			7,807
Interest expense (income), net		(31	)		36			(110	)		(106	)
Income tax expense (benefit)		(53	)		49			(40	)		586
Net earnings		16,532			38,919			40,267			73,895
Other
Net sales	$	73,345		$	87,916		$	145,831		$	175,829
Operating income (loss)		(996	)		(17	)		(4,252	)		184
Depreciation and amortization		2,188			2,900			4,402			5,563
Interest expense (income), net		(150	)		257			(445	)		748
Income tax expense		257			127			316			171
Net earnings (loss)		(2,126	)		1,271			(5,749	)		768

Table of Contents

WAVE and ClarkDietrich are included within the Building Products segment, while the SES and Workhorse joint ventures are reported within Other. The following tables summarize financial information for our unconsolidated affiliates for the periods presented:


	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2026			2025			2026			2025
WAVE
Net sales	$	122,245		$	118,357		$	377,695		$	358,889
Operating income		56,635			54,681			181,785			168,111
Depreciation and amortization		1,512			1,436			3,941			3,797
Interest expense, net		3,813			4,032			11,644			12,676
Income tax expense		88			70			204			267
Net earnings		52,847			50,531			170,598			155,736

ClarkDietrich
Net sales	$	274,314		$	271,184		$	846,920		$	863,486
Operating income		23,758			36,942			62,427			108,521
Depreciation and amortization		5,194			3,997			14,275			11,804
Interest expense (income), net		(248	)		6			(138	)		(100	)
Income tax expense (benefit)		(70	)		312			(110	)		898
Net earnings		22,902			37,944			63,169			111,840

Other
Net sales	$	56,037		$	70,258		$	201,868		$	246,087
Operating loss		(5,043	)		(8,129	)		(9,295	)		(7,945	)
Depreciation and amortization		2,209			1,972			6,612			7,535
Interest expense, net		188			243			633			992
Income tax expense (benefit)		7			(24	)		323			147
Net loss		(5,206	)		(8,432	)		(10,955	)		(7,665	)

Note C – Restructuring and Other Expense, Net

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

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

	Balance at							Balance at
	May 31, 2025		Expense		Payments			~~November~~February 3028, ~~2025~~2026
Early retirement and severance	$	585	$	~~856~~923	$	(~~984~~1,192	)	$	~~457~~316
Other restructuring charges (1)		100		35,~~264~~383		(35,~~022~~483	)		~~342~~-
	$	685	$	46,~~120~~306	$	(46,~~006~~675	)	$	~~799~~316

(1)

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

The total liability associated with our restructuring activities as of ~~November~~February 3028, ~~2025~~2026 is expected to be paid in the next 12 months.

Table of Contents

Note D – Contingent Liabilities and Commitments

Legal Proceedings

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

Note E – Guarantees

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

At ~~November~~February 3028, ~~2025~~2026, we also had in place $9,204 of outstanding stand-by letters of credit issued to third-party service providers. The fair value of these guaranteed instruments, based on premiums paid, was not material and no amounts were drawn against them at ~~November~~February 3028, ~~2025~~2026.

Note F – Debt

Our multi-year revolving Credit Facility is scheduled to mature on September 27, 2028. Borrowings under the Credit Facility have maturities of up to one year. We have the option to borrow at rates equal to an applicable margin over the overnight bank funding rate, the prime rate of PNC Bank, National Association or the adjusted daily simple SOFR. The applicable margin is determined by our total leverage ratio. ~~There~~At February 28, 2026, there were no$4,792 of borrowings outstanding under the Credit Facility atbearing ~~November~~interest ~~30,~~at ~~2025~~a orweighted ~~May~~average ~~31,~~of ~~2025~~4.9%, leaving $~~500~~495,~~000~~208 available for use. At May 31, 2025, there were no borrowings outstanding under the Credit Facility.

Table of Contents

Note G – Other Comprehensive Income (Loss)

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

	Three Months Ended
	November 30,
	February 28,
	2025									2024
	2026									2025
	Before-Tax			Tax			Net-of-Tax			Before-Tax			Tax			Net-of-Tax
Foreign currency translation	$	~~(853~~4,324	)	$	~~(103~~980	)	$	~~(956~~5,304	)	$	(21,~~902~~519	)	$	(~~374~~1,185	)	$	(32,~~276~~704	)
Pension liability adjustment		5(9	)		(12	)		4(7	)		167			(3154	)		13161
Cash flow hedges		~~(862~~1,157	)		~~216~~(297	)		~~(646~~860	)		~~(54~~694	)		(3146	)		~~(57~~548	)
Other comprehensive loss	$	(1,710	)	$	112		$	(1,598	)	$	(2,940	)	$	(380	)	$	(3,320	)
Other comprehensive income (loss)	$	5,472		$	685		$	6,157		$	(818	)	$	(1,177	)	$	(1,995	)

	Six Months Ended
	Nine Months Ended
	November 30,
	February 28,
	2025								2024
	2026								2025
	Before-Tax			Tax		Net-of-Tax			Before-Tax			Tax			Net-of-Tax
Foreign currency translation	$	~~427~~4,752		$	241,004	$	~~451~~5,756		$	(24,~~914~~433	)	$	~~179~~(1,006	)	$	(25,~~735~~439	)
Pension liability adjustment		(1019	)		34		(715	)		916			(3151	)		6167
Cash flow hedges		(~~1,301~~144	)		~~342~~45		(~~959~~99	)		~~(119~~575	)		12(134	)		~~(107~~441	)
Other comprehensive loss	$	(884	)	$	369	$	(515	)	$	(3,024	)	$	188		$	(2,836	)
Other comprehensive income (loss)	$	4,589		$	1,053	$	5,642		$	(3,842	)	$	(989	)	$	(4,831	)

Table of Contents

Note H – Changes in Equity

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

	Controlling Interest
	Additional
	Paid In			AOCI			Retained						Noncontrolling
	Capital			Net of Tax			Earnings			Subtotal			Interest			Total
Balance at May 31, 2025	$	308,608		$	4,050		$	624,529		$	937,187		$	1,050		$	938,237
Net earnings (loss)		-			-			35,148			35,148			(327	)		34,821
Other comprehensive income		-			1,083			-			1,083			-			1,083
Common shares issued, net of withholding tax		(3,552	)		-			-			(3,552	)		-			(3,552	)
Common shares in non-qualified plans		78			-			-			78			-			78
Stock-based compensation		4,856			-			-			4,856			-			4,856
Purchase and retirement of common shares		(623	)		-			(5,636	)		(6,259	)		-			(6,259	)
Cash dividends declared		-			-			(9,433	)		(9,433	)		-			(9,433	)
Balance at August 31, 2025	$	309,367		$	5,133		$	644,608		$	959,108		$	723		$	959,831
Net earnings (loss)		-			-			27,328			27,328			(299	)		27,029
Other comprehensive income		-			(1,598	)		-			(1,598	)		-			(1,598	)
Common shares issued, net of withholding tax		(2,269	)		-			-			(2,269	)		-			(2,269	)
Common shares in non-qualified plans		53			-			-			53			-			53
Stock-based compensation		3,104			-			-			3,104			-			3,104
Purchase and retirement of common shares		(1,566	)		-			(12,129	)		(13,695	)		-			(13,695	)
Cash dividends declared		-			-			(9,432	)		(9,432	)		-			(9,432	)
Balance at November 30, 2025	$	308,689		$	3,535		$	650,375		$	962,599		$	424		$	963,023
Net earnings (loss)		-			-			45,463			45,463			(343	)		45,120
Other comprehensive income		-			6,157			-			6,157			-			6,157
Common shares issued, net of withholding tax		(15	)		-			-			(15	)		-			(15	)
Common shares in non-qualified plans		33			-			-			33			-			33
Stock-based compensation		3,046			-			-			3,046			-			3,046
Purchase and retirement of common shares		(630	)		-			(4,744	)		(5,374	)		-			(5,374	)
Cash dividends declared		-			-			(9,430	)		(9,430	)		-			(9,430	)
Balance at February 28, 2026	$	311,123		$	9,692		$	681,664		$	1,002,479		$	81		$	1,002,560

1213

Table of Contents

	Controlling Interest
	Additional
	Paid In			AOCI			Retained						Noncontrolling
	Capital			Net of Tax			Earnings			Subtotal			Interest			Total
Balance at May 31, 2024	$	299,033		$	454		$	589,392		$	888,879		$	2,133		$	891,012
Net earnings (loss)		-			-			24,253			24,253			(245	)		24,008
Other comprehensive income		-			484			-			484			-			484
Common shares issued, net of withholding tax		(3,158	)		-			-			(3,158	)		-			(3,158	)
Common shares in non-qualified plans		32			-			-			32			-			32
Stock-based compensation		6,216			-			-			6,216			-			6,216
Purchase and retirement of common shares		(884	)		-			(5,919	)		(6,803	)		-			(6,803	)
Cash dividends declared		-			-			(8,550	)		(8,550	)		-			(8,550	)
Balance at August 31, 2024	$	301,239		$	938		$	599,176		$	901,353		$	1,888		$	903,241
Net earnings (loss)		-			-			28,260			28,260			(251	)		28,009
Other comprehensive income		-			(3,320	)		-			(3,320	)		-			(3,320	)
Common shares issued, net of withholding tax		(3,893	)		-			-			(3,893	)		-			(3,893	)
Common shares in non-qualified plans		56			-			-			56			-			56
Stock-based compensation		5,539			-			-			5,539			-			5,539
Purchase and retirement of common shares		(1,212	)		-			(6,867	)		(8,079	)		-			(8,079	)
Cash dividends declared		-			-			(8,595	)		(8,595	)		-			(8,595	)
Balance at November 30, 2024	$	301,729		$	(2,382	)	$	611,974		$	911,321		$	1,637		$	912,958
Net earnings (loss)		-			-			39,663			39,663			(324	)		39,339
Other comprehensive income		-			(1,995	)		-			(1,995	)		-			(1,995	)
Common shares issued, net of withholding tax		(22	)		-			-			(22	)		-			(22	)
Common shares in non-qualified plans		33			-			-			33			-			33
Stock-based compensation		2,890			-			-			2,890			-			2,890
Purchase and retirement of common shares		(920	)		-			(5,250	)		(6,170	)		-			(6,170	)
Cash dividends declared		-			-			(8,512	)		(8,512	)		-			(8,512	)
Balance at February 28, 2025	$	303,710		$	(4,377	)	$	637,875		$	937,208		$	1,313		$	938,521

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

	Foreign Currency Translation		Pension Liability Adjustment			Cash Flow Hedges			AOCI
Balance at May 31, 2025	$	2,581	$	(365	)	$	1,834		$	4,050
OCI before reclassifications		~~427~~4,752		(1019	)		~~(488~~997	)		~~(71~~5,730	)
Reclassification adjustments to net earnings (1)		-		-			(~~813~~1,141	)		(~~813~~1,141	)
Income tax effect		241,004		34			~~342~~45			~~369~~1,053
Balance at November 30, 2025	$	3,032	$	(372	)	$	875		$	3,535
Balance at February 28, 2026	$	8,337	$	(380	)	$	1,735		$	9,692

	Foreign Currency Translation			Pension Liability Adjustment			Cash Flow Hedges			AOCI
Balance at May 31, 2024	$	(669	)	$	(441	)	$	1,564		$	454
OCI before reclassifications		(24,~~914~~433	)		916			~~(758~~207	)		(34,~~663~~210	)
Reclassification adjustments to net earnings (1)		-			-			~~639~~368			~~639~~368
Income tax effect		~~179~~(1,006	)		(3151	)		12(134	)		~~188~~(989	)
Balance at November 30, 2024	$	(3,404	)	$	(435	)	$	1,457		$	(2,382	)
Balance at February 28, 2025	$	(6,108	)	$	(274	)	$	2,005		$	(4,377	)

——————————————————

(1)

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

On March 24, 2021, the Board authorized the repurchase of up to 5,618,464 common shares. During the ~~six~~current ~~months~~year ~~ended November 30~~period, ~~2025,~~ we repurchased a total of ~~350~~450,000 common shares under this authorization leaving 54,~~015~~915,000 common shares available for repurchase at ~~November~~February 3028, ~~2025~~2026.

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.14

Table of Contents

Note I – Stock-Based Compensation

Service-Based Restricted Common Shares

During the ~~six~~current ~~months~~year ~~ended November 30~~period, ~~2025,~~ we granted an aggregate of ~~103~~120,~~415~~725 service-based restricted common shares under our stock-based compensation plans, which cliff vest three years from the grant date. The weighted average grant date fair value of these restricted common shares, based on the weighted average closing price of the underlying common shares on the grant date, was $5958.0925 per share, or $67,~~111~~032 in total, and will be recognized on a straight-line basis over the three-year vesting period, net of any forfeitures.

Special PSAs

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

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


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

Performance Shares

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

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

Note J – Income Taxes

Income tax expense for both the ~~six~~current ~~months~~year ~~ended~~period ~~November 30, 2025~~ and ~~November~~the ~~30,~~prior ~~2024~~year period reflected estimated annual ETRs of 24.13% and 24.4%, respectively. Management is required to estimate the annual ETR based upon its forecast of annual pre-tax income for domestic and foreign operations. Our actual ETR for fiscal 2026 could be materially different from the forecasted rate as of ~~November~~February 3028, ~~2025~~2026.

1415

Table of Contents

Note K – Earnings per Share

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

	Three Months Ended				~~Six~~Nine Months Ended
	November 30,				November 30,
	February 28,				February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Numerator (basic and diluted)
Net earnings attributable to controlling interest	$	2745,~~328~~463	$	2839,~~260~~663	$	62107,~~476~~939	$	5292,~~513~~176
Denominator (shares in thousands)
Basic EPS - weighted average common shares		49,~~160~~073		49,~~464~~377		49,~~212~~167		49,~~475~~443
Effect of dilutive securities		~~602~~592		~~674~~604		~~683~~655		~~789~~728
Diluted EPS - weighted average common shares		49,~~762~~665		5049,~~138~~981		49,~~895~~822		50,~~264~~171
Basic EPS	$	0.5693	$	0.5780	$	12.2720	$	1.0686
Diluted EPS	$	0.5592	$	0.5679	$	12.2517	$	1.0484

Stock options and restricted common shares covering an aggregate of 1743,~~288~~228 and ~~110~~94,~~950~~521 common shares for the ~~three~~current ~~months~~year ~~ended~~quarter ~~November~~and ~~30,~~the ~~2025~~prior ~~and~~year ~~November 30~~quarter, ~~2024,~~ respectively, and 1311,~~962~~729 and 90104,~~391~~608 for ~~the~~current ~~six~~year ~~months~~period ~~ended~~and ~~November~~the ~~30,~~prior ~~2025~~year ~~and November 30~~period, ~~2024,~~ respectively, have been excluded from the computation of diluted EPS because the effect would have been antidilutive for those periods.

Note L – Segment Operations

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

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

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

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

Table of Contents

	Three Months Ended November 30, 2025
						Total
						Reportable
	Consumer			Building		Operating					Unallocated
	Products			Products		Segments		Other			Corp			Consolidated
Net sales	$	119,924		$	207,528	$	327,452		-			-		$	327,452
Cost of goods sold		81,569			161,256		242,825		-			(2	)		242,823
SG&A		28,001			34,061		62,062		-			8,659			70,721
Restructuring and other expense (income), net		(1	)		155		154		-			1,490			1,644
Other segment items (1)		1			248		249		4,193			1,160			5,602
Equity in net income of unconsolidated affiliates		-			30,429		30,429		(1,311	)		-			29,118
Earnings (loss) before income taxes		10,354			42,237		52,591		(5,504	)		(11,307	)		35,780
Reconciling items to adjusted EBITDA
Depreciation and amortization		3,951			9,610		13,561		-			203			13,764
Interest expense (income)		(2	)		279		277		-			1,195			1,472
Stock-based compensation		687			716		1,403		-			1,923			3,326
Restructuring and other expense (income), net		(1	)		155		154		-			1,490			1,644
Non-cash charges in miscellaneous income		-			-		-		4,193			-			4,193
Net loss attributable to noncontrolling interest		299			-		299		-			-			299
Adjusted EBITDA	$	15,288		$	52,997	$	68,285	$	(1,311	)	$	(6,496	)	$	60,478

	Three Months Ended November 30, 2024
					Total
					Reportable
	Consumer		Building		Operating				Unallocated
	Products		Products		Segments		Other		Corp			Consolidated
Net sales	$	116,748	$	157,298	$	274,046	$	-	$	-		$	274,046
Cost of goods sold		75,858		124,129		199,987		-		-			199,987
SG&A		30,708		28,355		59,063		-		8,855			67,918
Restructuring and other expense, net		-		514		514		-		2,106			2,620
Other segment items (1)		25		46		71		-		897			968
Equity in net income of unconsolidated affiliates		-		34,294		34,294		262		-			34,556
Earnings (loss) before income taxes		10,157		38,548		48,705		262		(11,858	)		37,109
Reconciling items to adjusted EBITDA
Depreciation and amortization		4,333		7,413		11,746		-		181			11,927
Interest expense		-		11		11		-		1,022			1,033
Stock-based compensation		743		699		1,442		-		1,831			3,273
Restructuring and other expense, net		-		514		514		-		2,106			2,620
Net loss attributable to noncontrolling interest		251		-		251		-		-			251
Adjusted EBITDA	$	15,484	$	47,185	$	62,669	$	262	$	(6,718	)	$	56,213

Table of Contents

	Six Months Ended November 30, 2025
	Three Months Ended February 28, 2026
							Total
							Reportable
	Consumer			Building			Operating						Unallocated
	Building			Consumer			Operating						Unallocated
	Products			Products			Segments			Other			~~Corp~~Corporate			Consolidated
Net sales	$	~~238~~223,~~862~~850		$	~~392~~154,~~297~~827		$	~~631~~378,~~159~~677			-			-		$	~~631~~378,~~159~~677
Cost of goods sold		~~161~~172,~~541~~971			~~302~~96,~~655~~172			~~464~~269,~~196~~143			-			5060			~~464~~269,~~246~~203
SG&A		5537,~~711~~437			6728,~~697~~180			~~123~~65,~~408~~617			-			1710,~~878~~128			~~141~~75,~~286~~745
Restructuring and other expense, net		13			451			464			-			3,656			4,120
Restructuring and other expense (income), net		100			(1	)		99			-			2,087			2,186
Other segment items (1)		19(56	)		~~346~~(25	)		~~365~~(81	)		~~4,193~~340			1,~~263~~885			52,~~821~~144
Equity in net income of unconsolidated affiliates		-32,822			~~68,748~~-			6832,~~748~~822			(2,~~973~~107	)		-			6530,~~775~~715
Earnings (loss) before income taxes		2146,~~578~~220			8930,~~896~~501			~~111~~76,~~474~~721			(72,~~166~~447	)		(2214,~~847~~160	)		8160,~~461~~114
Reconciling items to adjusted EBITDA
Reconciling items to adjusted EBITDA (2)
Depreciation and amortization		7,808			18,647			26,455			-			395			26,850
Amortization of inventory step-up		1,500			-			1,500			-			-			1,500
Interest expense (income)		(4	)		261			257			-			1,278			1,535
Depreciation and amortization		10,382			3,969			14,351			-			201			14,552
Stock-based compensation		1,414			1,535			2,949			-			3,804			6,753
Interest expense (income)		(33	)		-			(33	)		-			1,861			1,828
Restructuring and other expense, net		13			451			464			-			3,656			4,120
Stock-based compensation		656			640			1,296			-			2,456			3,752
Non-cash charges in miscellaneous income		-			-			-			4,193			-			4,193
Restructuring and other expense (income), net		100			(1	)		99			-			2,087			2,186
Net loss attributable to noncontrolling interest		626			-			626			-			-			626
Non-cash charges in miscellaneous income		-			-			-			340			-			340
Adjusted EBITDA	$	31,435		$	110,790		$	142,225		$	(2,973	)	$	(13,714	)	$	125,538
Net loss attributable to noncontrolling interest		-			343			343			-			-			343
Adjusted EBITDA	$	58,825		$	35,452		$	94,277		$	(2,107	)	$	(7,555	)	$	84,615

Six Months Ended November 30, 2024

Three Months Ended February 28, 2025

Total

Reportable

Consumer

Building

Operating

Unallocated

Building

Consumer

Operating

Unallocated

Products

Segments

Other

~~Corp~~Corporate

Consolidated

Net sales

~~234~~164,~~343~~810

~~297~~139,~~011~~714

~~531~~304,~~354~~524

Cost of goods sold

~~153~~127,~~971~~157

~~240~~88,~~775~~069

~~394~~215,~~746~~226

5451

~~394~~215,~~800~~277

SG&A

5727,~~569~~566

5628,~~405~~406

~~113~~55,~~974~~972

197,~~980~~033

~~133~~63,~~954~~005

Restructuring and other expense, net

-579

~~803~~-

~~803~~579

24,~~975~~795

35,~~778~~374

Other segment items (1)

9(409

)

~~(178~~12

)

(~~169~~397

)

~~1,140~~767

~~971~~370

Equity in net income of unconsolidated affiliates

70,940

(892

)

70,048

Equity in net income (loss) of unconsolidated affiliates

34,498

(2,417

)

32,081

Earnings (loss) before income taxes

2244,~~794~~415

7023,~~146~~227

9267,~~940~~642

(~~892~~2,417

)

(2412,~~149~~646

)

6752,~~899~~579

Reconciling items to adjusted EBITDA

Reconciling items to adjusted EBITDA (2)

Depreciation and amortization

87,~~669~~449

144,~~707~~314

2311,~~376~~763

~~381~~187

2311,~~757~~950

Interest expense

-4

29-

294

~~1,493~~624

~~1,522~~628

Stock-based compensation

~~1,300~~740

~~1,229~~760

21,~~529~~500

41,~~668~~424

72,~~197~~924

Restructuring and other expense, net

-579

~~803~~-

~~803~~579

24,~~975~~795

35,~~778~~374

Net loss attributable to noncontrolling interest

~~496.00~~-

-324

~~496~~324

Adjusted EBITDA

3353,~~259~~187

8628,~~914~~625

~~120~~81,~~173~~812

(~~892~~2,417

)

(145,~~632~~616

)

~~104~~73,~~649~~779

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

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

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

Table of Contents

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


	Nine Months Ended February 28, 2026
						Total
						Reportable
	Building		Consumer			Operating					Unallocated
	Products		Products			Segments		Other			Corporate			Consolidated
Net sales	$	616,147	$	393,689		$	1,009,836		-			-		$	1,009,836
Cost of goods sold		475,625		257,713			733,338		-			111			733,449
SG&A		105,134		83,891			189,025		-			28,006			217,031
Restructuring and other expense, net		552		12			564		-			5,742			6,306
Other segment items (1)		289		(7	)		282		4,534			3,149			7,965
Equity in net income of unconsolidated affiliates		101,570		-			101,570		(5,080	)		-			96,490
Earnings (loss) before income taxes		136,117		52,080			188,197		(9,614	)		(37,008	)		141,575

Reconciling items to adjusted EBITDA (2)
Amortization of inventory step-up		3,651		-			3,651		-			-			3,651
Depreciation and amortization		29,028		11,776			40,804		-			598			41,402
Interest expense (income)		228		(4	)		224		-			3,139			3,363
Stock-based compensation		2,190		2,054			4,244		-			6,260			10,504
Restructuring and other expense, net		552		12			564		-			5,742			6,306
Non-cash charges in miscellaneous income		-		-			-		4,534			-			4,534
Net loss attributable to noncontrolling interest		-		969			969		-			-			969
Adjusted EBITDA	$	171,766	$	66,887		$	238,653	$	(5,080	)	$	(21,269	)	$	212,304

	Three Months Ended					Six Months Ended
	Nine Months Ended February 28, 2025
	November 30,					November 30,
						Total
	2025			2024		2025			2024
						Reportable
Consumer Products	$	6,896		$	5,789	$	15,936		$	10,733
	Building			Consumer		Operating						Unallocated
Building Products		4,889			4,348		8,398			8,057
	Products			Products		Segments			Other			Corporate			Consolidated
Total reportable operating segments		11,785			10,137		24,334			18,790
Net sales	$	461,821		$	374,057	$	835,878		$	-		$	-		$	835,878
Unallocated Corporate		647			5,024		1,293			6,000
Cost of goods sold		367,931			242,040		609,971			-			106			610,077
Total	$	12,432		$	15,161	$	25,627		$	24,790
SG&A		83,972			85,975		169,947			-			27,012			196,959
Restructuring and other expense, net		1,382			-		1,382			-			7,770			9,152
Other segment items (1)		(587	)		20		(567	)		-			1,908			1,341
Equity in net income of unconsolidated affiliates		105,438			-		105,438			(3,309	)		-			102,129
Earnings (loss) before income taxes		114,561			46,022		160,583			(3,309	)		(36,796	)		120,478
Reconciling items to adjusted EBITDA (2)
Amortization of inventory step-up		1,477			-		1,477			-			-			1,477
Depreciation and amortization		22,156			12,982		35,138			-			569			35,707
Interest expense		33			-		33			-			2,117			2,150
Stock-based compensation		1,969			2,060		4,029			-			6,093			10,122
Restructuring and other expense, net		1,382			-		1,382			-			7,770			9,152
Net loss attributable to noncontrolling interest		-			820		820			-			-			820
Adjusted EBITDA	$	141,578		$	61,884	$	203,462		$	(3,309	)	$	(20,247	)	$	179,906

(1)

Except as noted herein, Other segment items consist of non-operating activity included in adjusted EBITDA. For the current year period, Other segment items also included certain non-cash charges in Miscellaneous income (expense), net related to the divestiture of the composite assets of our SES joint venture, including the unrealized loss on the common shares of Hexagon Composites and Hexagon Purus that we received as consideration. These charges were excluded from adjusted EBITDA as shown in the Reconciling items to adjusted EBITDA section in the tables above for the current year period. See “Use of Non-GAAP Financial Measures and Definitions” for additional information.

(2)

See “Use of Non-GAAP Financial Measures and Definitions” for additional information.

Table of Contents

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


	February 28,		May 31,
	2026		2025
Consumer Products	$	537,382	$	531,187
Building Products		1,155,910		795,837
Total reportable operating segments		1,693,292		1,327,024
Unallocated Corporate and Other		130,246		368,128
Total assets	$	1,823,538	$	1,695,152

The following table reports the capital expenditures for each of our reportable operating segments for the periods presented:


	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2026		2025		2026		2025
Consumer Products	$	6,020	$	8,775	$	21,956	$	19,508
Building Products		7,038		3,413		15,436		11,470
Total reportable operating segments		13,058		12,188		37,392		30,978
Unallocated Corporate		736		516		2,029		6,516
Total	$	13,794	$	12,704	$	39,421	$	37,494

Note M – Acquisitions

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

On January 16, 2026, we acquired LSI, one of the largest U.S. manufacturers of standing-seam metal roof clips and retrofit components in the commercial roof market. The purchase price was $206,064, net of cash acquired, and includes an estimated tax equalization payment of approximately $3,000 that was not settled at closing. The purchase price is subject to customary post-closing adjustments. LSI operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.

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

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is ~~not~~ expected to be deductible for income tax purposes. During the ~~six~~current ~~months~~year ~~ended November 30~~period, ~~2025,~~ we incurred approximately $12,~~700~~568 of acquisition-related costs associated with the ~~Elgen~~LSI transaction, which are recorded in restructuring and other expense, net in our consolidated statement of earnings.

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



			Useful Life
Category	Amount		(Years)
Customer relationships	$	70,600	12 - 20
Trade name		21,100	Indefinite
Technological know-how		16,100	10
Non-compete agreement		800	5
Total acquired identifiable intangible assets	$	108,600

Table of Contents

The following table summarizes the consideration paid, as of February 28, 2026, and the preliminary fair value assigned to the assets and liabilities assumed at the LSI acquisition date:


	Preliminary
	Valuation
Cash and cash equivalents	$	398
Accounts receivable		4,434
Inventory		9,871
Other current assets		95
Property, plant and equipment		8,941
Operating lease assets		6,715
Intangible assets		108,600
Total identifiable assets		139,054
Accounts payable		(1,668	)
Current operating lease liability		(177	)
Accrued expenses		(1,127	)
Noncurrent operating lease liability		(6,568	)
Net identifiable assets		129,514
Goodwill		76,948
Total purchase price		206,462
Less: estimated tax equalization payment		3,000
Total cash paid at closing	$	203,462

Hydrostat

On December 3, 2025, we acquired Hydrostat’s propane distribution and refurbishment assets. The purchase price was approximately $9,578, subject to customary post-closing adjustments. In connection with the acquisition of these assets, we recognized total intangible assets of $8,085, consisting of customer relationships of $2,000 and goodwill of $6,085. The remaining purchase price was allocated primarily to working capital and fixed assets. This business operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.

Elgen

On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components, ductwork, and structural framing used primarily in commercial building applications across North America. The purchase price was $90,734, net of cash acquired. Elgen operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes. During the current year period, we incurred approximately $1,756 of acquisition-related costs associated with the Elgen transaction, which are recorded in restructuring and other expense, net in our consolidated statement of earnings.

Table of Contents

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


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

18The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the Elgen acquisition date.


				Measurement
	Preliminary			Period			Final
	Valuation			Adjustments			Valuation
Cash and cash equivalents	$	1,093		$	-		$	1,093
Accounts receivable		12,751			868			13,619
Inventory		16,351			-			16,351
Other current assets		1,605			(124	)		1,481
Property, plant and equipment		11,941			(308	)		11,633
Operating lease assets		21,196			162			21,358
Intangible assets		34,400			400			34,800
Total identifiable assets		99,337			998			100,335
Accounts payable		(11,364	)		-			(11,364	)
Current operating lease liability		(2,225	)		(17	)		(2,242	)
Accrued expenses		(4,465	)		(850	)		(5,315	)
Noncurrent operating lease liability		(19,041	)		(146	)		(19,187	)
Deferred income taxes		(3,582	)		(1,510	)		(5,092	)
Net identifiable assets		58,660			(1,525	)		57,135
Goodwill		33,617			1,075			34,692
Total purchase price	$	92,277		$	(450	)	$	91,827

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the acquisitions, described above in “Note M – Acquisitions”, had taken place at the beginning of fiscal 2025. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisitions occurred at the beginning of fiscal 2025 or of the results of our future operations of the combined business.


	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2026		2025		2026		2025
Pro forma net sales	$	383,021	$	341,789	$	1,054,891	$	954,519
Pro forma net earnings	$	48,144	$	40,948	$	120,807	$	92,194

Table of Contents

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

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

Note N – Derivative Financial Instruments and Hedging Activities

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

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

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

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

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

19Refer to “Note O – Fair Value Measurements” for additional information regarding the accounting treatment for our derivative financial instruments, as well as how fair value is determined. The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in the consolidated balance sheet at February 28, 2026 and May 31, 2025:


	Fair Value of Assets					Fair Value of Liabilities
	Balance					Balance
	Sheet	February 28,		May 31,		Sheet	February 28,		May 31,
	Location	2026		2025		Location	2026		2025
Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	757	$	478	Accounts payable	$	285	$	51
Commodity contracts	Other assets		-		-	Other liabilities		6		35
Foreign currency exchange contracts	Receivables		184		483	Accounts payable		-		-
Subtotal		$	941	$	961		$	291	$	86

Derivatives not designated as hedging instruments:
Commodity contracts	Receivables	$	62	$	81	Accounts payable	$	153	$	15
Foreign currency exchange contracts	Receivables		-		-	Accounts payable		339		7,360
Subtotal			62		81

Filing Compare · WORTHINGTON ENTERPRISES, INC.