# WORTHINGTON ENTERPRISES, INC. (WOR) Informational only - not investment advice. CIK: 0000108516 SIC: 3310 Steel Works, Blast Furnaces & Rolling & Finishing Mills SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 33](/major-group/33/) > [SIC 3310 Steel Works, Blast Furnaces & Rolling & Finishing Mills](/industry/3310/) Latest 10-K filed: 2025-07-30 SEC page: https://www.sec.gov/edgar/browse/?CIK=108516 Filing source: https://www.sec.gov/Archives/edgar/data/108516/000095017025100137/wor-20250531.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 1153762000 | USD | 2025 | 2025-07-30 | | Net income | 96053000 | USD | 2025 | 2025-07-30 | | Assets | 1695152000 | USD | 2025 | 2025-07-30 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-07-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000108516.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 2,819,714,000 | 3,014,108,000 | 3,581,620,000 | 3,759,556,000 | 3,059,119,000 | 3,171,429,000 | 1,309,189,000 | 1,418,496,000 | 1,245,703,000 | 1,153,762,000 | | Net income | 143,715,000 | 204,515,000 | 194,794,000 | 153,455,000 | 78,796,000 | 723,795,000 | 379,386,000 | 256,528,000 | 110,624,000 | 96,053,000 | | Operating income | 122,052,000 | 213,121,000 | 141,610,000 | 144,764,000 | 22,489,000 | 167,473,000 | 48,794,000 | 29,819,000 | -73,459,000 | -10,715,000 | | Gross profit | 452,593,000 | 535,905,000 | 562,857,000 | 479,955,000 | 443,337,000 | 639,078,000 | 327,608,000 | 323,588,000 | 285,019,000 | 319,035,000 | | Diluted EPS | 2.22 | 3.15 | 3.09 | 2.61 | 1.41 | 13.42 | 7.44 | 5.19 | 2.20 | 1.92 | | Assets | 2,061,264,000 | 2,325,344,000 | 2,621,787,000 | 2,510,796,000 | 2,331,515,000 | 3,373,245,000 | 3,643,023,000 | 3,650,918,000 | 1,638,637,000 | 1,695,152,000 | | Liabilities | 1,141,418,000 | 1,251,415,000 | 1,585,412,000 | 1,562,402,000 | 1,365,082,000 | 1,821,550,000 | 2,029,061,000 | 1,829,290,000 | 747,625,000 | 756,915,000 | | Stockholders' equity | 793,371,000 | 951,635,000 | 918,769,000 | 831,246,000 | 820,821,000 | 1,398,193,000 | 1,480,752,000 | 1,696,011,000 | 888,879,000 | 937,187,000 | | Cash and cash equivalents | 84,188,000 | 278,081,000 | 121,967,000 | 92,363,000 | 147,198,000 | 640,311,000 | 34,485,000 | 422,268,000 | 244,225,000 | 250,075,000 | | Net margin | 5.10% | 6.79% | 5.44% | 4.08% | 2.58% | 22.82% | 28.98% | 18.08% | 8.88% | 8.33% | | Operating margin | 4.33% | 7.07% | 3.95% | 3.85% | 0.74% | 5.28% | 3.73% | 2.10% | -5.90% | -0.93% | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-09. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000108516.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q3 | 2022-02-28 | | | 1.11 | reported discrete quarter | | 2022-Q2 | 2022-11-30 | | | 0.33 | reported discrete quarter | | 2023-Q3 | 2023-02-28 | 1,103,322,000 | 46,325,000 | 0.94 | reported discrete quarter | | 2023-Q4 | 2023-05-31 | 1,228,864,000 | 129,903,000 | | derived Q4 = FY annual - nine-month YTD | | 2023-Q1 | 2023-08-31 | | | 1.93 | reported discrete quarter | | 2023-Q2 | 2023-11-30 | 1,086,918,000 | 24,302,000 | 0.49 | reported discrete quarter | | 2024-Q3 | 2024-02-29 | 316,755,000 | 22,000,000 | 0.44 | reported discrete quarter | | 2024-Q4 | 2024-05-31 | 318,801,000 | -31,785,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2024-08-31 | 257,308,000 | 24,253,000 | 0.48 | reported discrete quarter | | 2025-Q2 | 2024-11-30 | 274,046,000 | 28,260,000 | 0.56 | reported discrete quarter | | 2025-Q3 | 2025-02-28 | 304,524,000 | 39,663,000 | 0.79 | reported discrete quarter | | 2025-Q4 | 2025-05-31 | 317,884,000 | 3,877,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2025-08-31 | 303,707,000 | 35,148,000 | 0.70 | reported discrete quarter | | 2026-Q2 | 2025-11-30 | 327,452,000 | 27,328,000 | 0.55 | reported discrete quarter | | 2026-Q3 | 2026-02-28 | 378,677,000 | 45,463,000 | 0.92 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/108516/000119312526149137/wor-20260228.htm Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high Filing date: 2026-04-09 Report date: 2026-02-28 Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations Unless otherwise indicated, all Note references contained in this MD&A refer to the Condensed Notes to Consolidated Financial Statements included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. All amounts are presented in millions except common share and per common share amounts. Introduction The following discussion and analysis of market and industry trends, business developments, and the results of our operations and financial position should be read in conjunction with our consolidated financial statements and notes thereto included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. The 2025 Form 10-K includes additional information about our business, operations and consolidated financial position and should be read in conjunction with this Form 10-Q. This MD&A is designed to provide a reader with material information relevant to an assessment of our financial condition and results of operations and to allow investors to view the Company from the perspective of management. Business Overview We are a market-leading designer and manufacturer of innovative products and services, including manufactured metal products, organized around attractive end markets under two separate and distinct reportable operating segments: Building Products and Consumer Products. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing innovative products and applications, and pursuing strategic investments and acquisitions. Our Building Products business is a market-leading provider of pressurized containment solutions, providing critical components in essential end markets, such as heating, cooking, cooling and water, HVAC systems and components, metal roofing clips and components and, through our unconsolidated joint ventures, WAVE and ClarkDietrich, ceiling suspension systems and light gauge metal framing products. Our pressurized containment solutions include refrigerant and LPG cylinders, well water and expansion tanks, and other specialty products which are generally sold to gas producers and distributors. Refrigerant gas cylinders are used to hold refrigerant gases for commercial, residential, and automotive air conditioning and refrigeration systems. LPG cylinders hold fuel for residential and light commercial heating systems, barbeque grills and recreational vehicle equipment, industrial forklifts and commercial/residential cooking (the latter, generally outside North America). Well water tanks and expansion tanks are used primarily in the residential market with certain products also sold to commercial markets. Specialty products include a variety of fire suppression tanks, chemical tanks, and foam and adhesive tanks. Our Consumer Products business has a diverse product offering in the tools, outdoor living and celebrations categories, including propane-filled cylinders for torches and related accessories, handheld torches, specialized hand tools and instruments, drywall tools, propane-filled camping cylinders, helium-filled balloon kits, and accessories and gas griddles and pizza ovens sold primarily to mass merchandisers, retailers and distributors. Sales to one customer in Consumer Products accounted for 12.1% of our consolidated net sales in the third quarter of fiscal 2026. Activity outside of our two reportable operating segments is presented within Other and Unallocated Corporate, as described further below. Other includes our share of the equity earnings of two of our unconsolidated joint ventures, SES and Workhorse and the related investments in these businesses. Unallocated Corporate includes certain assets and liabilities (e.g., cash and cash equivalents and public debt) held at the corporate level as well as general corporate expenses that are not directly attributable to our business operations and are administrative in nature, such as public company and other governance-related costs that benefit the organization as a whole, have not been allocated to our operating segments and are held at the corporate level. 27 Table of Contents Acquisitions and Divestitures Fiscal 2026 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 $206.1, net of cash acquired, including an estimated tax equalization payment of approximately $3.0 million, subject to customary post-closing adjustments. Refer to “Note M – Acquisitions” for additional information. On December 3, 2025, we acquired Hydrostat’s propane distribution and refurbishment assets. The purchase price was approximately $9.6 million, subject to customary post-closing adjustments. Refer to “Note M – Acquisitions” for additional information. On October 16, 2025, we divested our 49% interest in the composite business of our SES joint venture. In exchange for our divested interest in the composite business, we received common shares of both Hexagon Composites and Hexagon Purus. The transaction aligns the core remaining capabilities of the SES joint venture – primarily Type 1 low-pressure, steel cylinder and storage infrastructure applications – with our long-term strategic priorities. Refer to “Note B – Investments in Unconsolidated Affiliates” and “Note O – Fair Value Measurements” for additional information. On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components. The purchase price was approximately $90.7 million, net of cash acquired. Elgen began operating as part of Building Products in the first quarter of fiscal 2026. Refer to “Note M – Acquisitions” for additional information. Fiscal 2025 On June 3, 2024, we completed the acquisition of Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The purchase price consisted of cash consideration of $108.6 million, including an earnout that was settled in March 2025. Ragasco began operating as part of Building Products in the first quarter of fiscal 2025. Changes in the fair value of this earnout were reflected in Restructuring and other expense, net. Demand Trends General Economic Conditions Demand for our products is closely tied to broader macroeconomic conditions and overall consumer and business sentiment. Shifts in inflation, interest rates, disposable income, and construction activity directly influence purchase behavior, capital investment, and distributor inventory management. During the third quarter of fiscal 2026, we operated in a macroeconomic environment marked by moderating inflation and mixed housing and construction activity. The Federal Reserve reduced the federal funds target range to 3.50% – 3.75% in December 2025 and maintained that range through January and February 2026, signaling a transition from tightening to a more neutral stance. Although mortgage rates eased modestly during the quarter, the 30-year fixed rate remained approximately 6% at quarter end, continuing to pressure affordability and contributing to subdued existing-home sales and limited housing turnover. In Building Products, housing starts showed sequential stabilization but remained below prior-year levels, while builder sentiment remained depressed. Nonresidential construction activity leveled off, while forward-planning data reflects cautious project pipelines, particularly outside large-scale infrastructure and data center categories. In Consumer Products, this macroeconomic environment is expected to continue pressuring discretionary spending, as elevated interest rates and cautious sentiment weigh on large-ticket purchases and project timing. As a result, we expect point-of-sale activity to remain uneven as consumers seek clearer direction on inflation trends, interest rate stability, and overall economic momentum. Inventory Demand Cycles Demand for our products is influenced by the inventory management strategies of our retail and distribution partners. Periods of customer destocking, when our customers reduce their own inventories, can lead to lower order volumes, even when consumer sell-through remains steady. Conversely, customers’ restocking can temporarily elevate shipments above underlying end-user demand. As a result, shifts in customers’ inventory levels can meaningfully impact our reported revenue and margin performance, particularly in Consumer Products, where a large volume of products flow through big box retailers. 28 Table of Contents Throughout the first nine months of fiscal 2026, inventory levels at most key retailer and distributor customers remained aligned with end-consumer demand, and replenishment activity generally mirrored point-of-sale trends, with no material build-up in our distribution or retail channels. End Market Trends We offer a wide range of products and services to a diverse, primarily domestic, customer base across several end markets, including U.S. residential and non-residential construction, repair/remodel, which collectively drive overall demand for Building Products. These end markets also drive demand for many of our consumer products sold in the tools and outdoor living categories. Demand for our remaining consumer products, including helium-filled balloon kits sold into the celebrations category, is generally driven by the general health of the consumer, including the macroeconomic and geopolitical conditions discussed above. We actively monitor the following publicly available economic data and selected key indicators for our major end markets. Key Indicator Description U.S. Residential Construction Spend Represents total expenditures on residential construction projects, including new builds, renovations, and improvements. U.S. Non-residential Construction Spend Measures total spending on commercial, institutional, and industrial construction projects across the country. Existing Home Sales Reports the number of previously owned homes sold in a given period, reflecting demand in the housing market. Authorized Housing Permits Indicates the number of building permits issued for new housing construction, serving as a leading indicator for future housing starts. U.S. Private Housing Starts Measures the number of new residential construction projects that have begun, signaling housing market activity. HMI Measures homebuilder sentiment on current and future single-family home sales and buyer traffic. ABI A leading economic indicator for non-residential construction, based on monthly billings reported by architecture firms. DMI Tracks the value of non-residential building projects in planning stages, serving as a leading indicator for future construction activity. LIRA Projects short-term trends in U.S. home improvement and repair spending, serving as a forward-looking gauge of residential remodeling activity. During the third quarter of fiscal 2026, conditions across our key end markets remained mixed. U.S. Residential Construction Spend was modestly below prior-year levels, while Authorized Housing Permits and U.S. Private Housing Starts both declined from a year ago, indicating that current activity remained soft and that the near-term pipeline from new residential construction was still under pressure. Existing Home Sales, by contrast, improved to a 4.09 million seasonally adjusted annual rate in February 2026, up 1.7% from January 2026, suggesting some stabilization in housing turnover that could modestly support downstream demand in some of our key end markets. Builder sentiment remained weak, with the HMI at 36 in February 2026, well below the neutral 50 level and consistent with continued affordability-related caution among home buyers a [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations This MD&A contains forward-looking statements within the meaning of the PSLRA. Such forward-looking statements are based, in whole or in part, on management’s beliefs, estimates, assumptions and currently available information. For a more detailed discussion of what constitutes a forward-looking statement and of some of the factors that could cause actual results to differ materially from such forward-looking statements, please refer to the “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-K and “Part I - Item 1A. - Risk Factors” of this Form 10-K. This MD&A should be read in conjunction with our consolidated financial statements and the related Notes in this Form 10-K. It is intended to provide insight into the financial condition and results of operations to allow investors to view the Company from the perspective of management. The historical results discussed herein include the operations of Worthington Steel, which are presented as discontinued operations in all periods prior to the Separation, as further described in “Note A – Summary of Significant Accounting Policies.” Business Overview We are a market-leading designer and manufacturer of innovative products and services, including manufactured metal products, organized around attractive end markets under two separate and distinct reportable operating segments: Consumer Products and Building Products. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing new products and applications, and pursuing strategic investments and acquisitions. 23 Table of Contents Our Consumer Products business has a diverse product offering in the tools, outdoor living and celebrations categories, including propane-filled cylinders for torches and related accessories, handheld torches, specialized hand tools and instruments, drywall tools, propane-filled camping cylinders helium-filled balloon kits, and accessories and gas grills and pizza ovens sold primarily to mass merchandisers, retailers and distributors. Our Building Products business is a market-leading provider of pressurized containment solutions, providing critical components in the residential, non-residential, and repair and remodel end markets through essential categories, such as heating, cooking, cooling and water, and, through our unconsolidated joint ventures, WAVE and ClarkDietrich, ceiling suspension systems and light gauge metal framing products, respectively. Our pressurized containment solutions include refrigerant and LPG cylinders, well water and expansion tanks, and other specialty products which are generally sold to gas producers and distributors. Activity outside of our two reportable segments is presented within “Other” and “Unallocated Corporate” as described further below. Other includes the activity of our Sustainable Energy Solutions and Workhorse unconsolidated joint ventures, as well as the activity of our former Sustainable Energy Solutions operating segment, on an historical basis, through May 29, 2024. Unallocated Corporate includes certain assets and liabilities (e.g. public debt) held at the corporate level as well as general corporate expenses that are not directly attributable to our business operations and are administrative in nature, such as public company and other governance-related costs that benefit the organization as a whole, have not been allocated to our operating segments and are held at the corporate level, including direct and incremental costs incurred in connection with the Separation but not attributed to discontinued operations in fiscal 2024 and fiscal 2023. Separation of the Steel Processing Business On December 1, 2023, we completed the Separation of our former steel processing business into a separate public company in a transaction intended to qualify as tax free to our shareholders, which was accomplished via the Distribution. Worthington Steel is an independent public company trading under the symbol “WS” on the NYSE. Following the Separation, Worthington Industries, Inc. changed its name to Worthington Enterprises, Inc. and its common shares continue trading on the NYSE under the ticker symbol “WOR.” In connection with the Separation, we received a one-time cash dividend of $150.0 million from Worthington Steel, the proceeds of which were used to pay off in full the 2024 Notes. The dividend was funded by cash drawn on the Worthington Steel Credit Facility of $175.0 million immediately prior to the Distribution. Acquisitions and Divestitures Fiscal 2025 On June 3, 2024, we completed the acquisition of Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The purchase price consisted of cash consideration of $108.6 million, including the acquisition date fair value of contingent consideration that was settled in March 2025 for approximately $11.5 million, resulting in incremental expense in restructuring and other expense, net in our consolidated statement of earnings of $4.5 million. See “Note P – Acquisitions” for additional information. Fiscal 2024 On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe. We now hold a 49% noncontrolling equity stake in the joint venture, which is accounted for under the equity method. Our retained interest does not qualify as a standalone operating segment and is reported within Other. As a result of the transaction, the financial position and results of operations of the former Sustainable Energy Solutions business are reflected in Other on a historical basis through May 29, 2024 and post deconsolidation. See “Note O – Segment Data” for additional information. On February 1, 2024, we acquired an 80% ownership stake in Halo, an affiliate of HPG, an asset-light business with technology-enabled solutions in the outdoor cooking space. The total purchase price was approximately $9.6 million. Refer to “Note P – Acquisitions” for additional information. 24 Table of Contents Factors Affecting Revenues Demand Trends General Economic Conditions Demand for our products is closely tied to broader macroeconomic conditions and overall consumer and business sentiment. Shifts in inflation, interest rates, disposable income, and construction activity directly influence purchase behavior, capital investment, and distributor inventory management. The macroeconomic and geopolitical environment remained complex and evolving through the end of fiscal 2025, as easing inflation was offset by continued elevated interest rates, slowing economic activity, and heightened global tensions. U.S. GDP declined at an annualized rate of 0.5% during the first quarter of calendar year 2025, down sequentially from 2.4% growth in the fourth quarter of calendar year 2024, signaling a clear loss of economic momentum. Inflation continued to moderate, with the Consumer Price Index rising 2.4% year-over-year in May 2025, down from 3.1% in February 2025, and moving closer to the Federal Reserve’s 2% target. The Federal Reserve held the federal funds rate steady at 4.25% – 4.50% during the fiscal 2025 fourth quarter, while borrowing costs remained high; the average 30-year fixed mortgage rate was 6.89% at the end of May 2025, relatively unchanged from May 2024. In May 2025, the U.S. and China began a 90-day trade negotiation period following mutual tariff reductions, offering tentative relief on the trade front, even as U.S. military strikes on Iranian nuclear facilities raised geopolitical risk and market volatility. We believe these dynamics — tight credit conditions, softening industrial activity, and global uncertainty — continued to weigh on both consumer and business sentiment throughout fiscal 2025 and may impact new activity across our key end markets entering fiscal 2026. Within our Consumer Products segment, inflation-driven cost consciousness and elevated interest rates influenced discretionary purchases and contributed to cautious buying patterns. In Building Products, rising financing costs constrained new construction demand, while slowing industrial activity impacted select commercial and infrastructure-related channels. We expect demand to remain uneven in the near term. Inventory Management Demand for our products is influenced by the inventory management strategies of our retail and distribution partners. Periods of customer destocking, when our customers reduce their own inventories, can lead to lower order volumes, even when consumer sell-through remains steady. Conversely, customers’ restocking can temporarily elevate shipments above underlying end-user demand. As a result, shifts in customers’ inventory levels can meaningfully impact our reported revenue and margin performance, particularly in the Consumer Products segment, where a large volume of products flow through big box retailers. During fiscal 2025, inventory positions for most of our key customers was aligned with end-user demand, and ordering behavior become more consistent with point-of-sale trends. While we expect our customers to remain sensitive to the softer macroeconomic environment, we believe the broad destocking cycle impacting fiscal 2024 has largely run its course. We continue to monitor customer inventory and sell-through levels closely and remain focused on aligning production, fulfillment, and working capital strategies accordingly. End Market Trends We offer a wide range of products and services to a diverse, primarily domestic, customer base across several end markets, including U.S. residential and non-residential construction, repair/remodel, which collectively drive overall demand for the Building Products segment. These end markets also drive demand for many of our consumer products sold in the tools and outdoor living categories. Demand for our remaining consumer products, including helium-filled balloon kits sold into the celebrations category, is generally driven by the general health of the consumer, including the macroeconomic and geopolitical conditions discussed above. We actively monitor publicly available economic data and leading indicators across our key end markets. The table and discussion that follow summarize select indicators that we monitor on a regular basis and that we believe are most relevant to our near-term outlook. 25 Table of Contents Key Indicator Description U.S. Residential Construction Spend Represents total expenditures on residential construction projects, including new builds, renovations, and improvements. U.S. Non-residential Construction Spend Measures total spending on commercial, institutional, and industrial construction projects across the country. Existing Home Sales Reports the number of previously owned homes sold in a given period, reflecting demand in the housing market. Authorized Housing Permits Indicates the number of building permits issued for new housing construction, serving as a leading indicator for future housing starts. U.S. Private Housing Starts Measures the number of new residential construction projects that have begun, signaling housing market activity. HMI Measures homebuilder sentiment on current and future single-family home sales and buyer traffic. ABI A leading economic indicator for non-residential construction, based on monthly billings reported by architecture firms. DMI Tracks the value of non-residential building projects in planning stages, serving as a leading indicator for future construction activity. LIRA Projects short-term trends in U.S. home improvement and repair spending, serving as a forward-looking gauge of residential remodeling activity. Overall demand across our key end markets remained mixed, but generally stable during fiscal 2025. In residential construction, U.S. private housing starts declined 5% from May 2024, and the HMI fell to 34, its lowest level since November 2023 and second-lowest since June 2012, signaling a notably subdued new home pipeline. We believe homebuilder sentiment continues to be weighed down by persistently high mortgage rates, tariff-driven increases in material costs, and broader macroeconomic uncertainty. In non-residential construction, the ABI has remained below the 50-point growth threshold for more than a year, indicating that broad-based commercial and institutional starts will likely remain uneven. However, demand tied to data centers and federally funded manufacturing projects continues to be a bright spot. The repair and remodel industry has shown encouraging signs, with Harvard’s LIRA projecting homeowner improvement spending to rise approximately 2.5% through early 2026, supporting steady demand for many of our tools and DIY products. Taken together, we anticipate continued caution from both consumers and builders and expect demand across our key end markets to remain mixed in the near term. Factors Affecting Operating Costs Raw Materials Our largest raw material expenditures include cold-rolled and hot-rolled steel, propane, propylene, and aluminum. Fluctuations in the prices of these inputs have a direct impact on our cost of goods sold and overall financial performance. Steel remains our most significant direct material cost across both the Consumer Products and Building Products segments. During fiscal 2025, prices for both hot-rolled and cold-rolled steel moderated from the elevated levels experienced in fiscal 2024. This decline contributed to improved spread as we maintained consistent pricing discipline across our product portfolio. Our sourcing strategy, combining firm-price contracts for select inputs with index-based agreements for others, allowed us to manage volatility and capture cost advantages as prices declined. In contrast, aluminum costs increased during fiscal 2025, largely driven by changes to U.S. trade policy. In the fourth quarter of fiscal 2025, Section 232 tariffs on imported aluminum were raised from 25% to 50%, significantly increasing the cost of certain components used in our products. These changes impacted components such as fuel cylinder valves and other aluminum-intensive assemblies. Where possible, we mitigated these increases through forward purchasing and supplier negotiations, but tariff-related cost pressure on aluminum is expected to persist into fiscal 2026. Other key inputs such as propane and propylene were relatively stable throughout fiscal 2025, with a portion of our requirements secured through fixed-price agreements. Helium and other gases also declined modestly in cost compared to fiscal 2024, benefiting margins in select consumer-facing product lines. We continue to actively monitor commodity markets and maintain a diversified sourcing strategy to ensure continuity of supply and cost discipline. Our approach to material procurement supports margin stability and helps mitigate the impact of input price volatility on our results. 26 Table of Contents Seasonality Historically, sales tend to be stronger in the third and fourth quarters of our fiscal year for our Consumer Products businesses when our facilities perform at seasonal peaks, matching consumer demand. Sales in our Building Products businesses are generally stronger in the first and fourth quarters of our fiscal year due to weather conditions, customer business cycles, and the timing of renovation and new construction projects. Results of Operations Fiscal 2025 Compared to Fiscal 2024 The tables throughout this section present, on a comparative basis, our consolidated results of operations for the periods presented. For a discussion of the non-GAAP financial measures presented in the following table, as well as a reconciliation of the differences between each non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP, refer to the “Use of Non-GAAP Financial Measures and Definitions” section preceding Part I, Item 1 of this Form 10-K. 2025 2024 Change GAAP Financial Measures Net sales $ 1,153.8 $ 1,245.7 $ (91.9 ) Operating loss (10.7 ) (73.5 ) 62.8 Earnings before income taxes 128.8 74.0 54.8 Net earnings from continuing operations attributable to controlling interest 96.1 35.2 60.9 Equity income 144.8 167.7 (22.9 ) EPS from continuing operations - diluted 1.92 0.70 1.22 Non-GAAP Financial Measures (1) Adjusted operating income $ 50.6 $ 20.9 $ 29.7 Adjusted EBITDA from continuing operations 263.5 251.0 12.5 Adjusted EPS from continuing operations - diluted 3.07 2.84 0.23 (1) Reconciliations for each of these non-GAAP financial measures to their most comparable GAAP financial measure is provided in the “Use of Non-GAAP Financial Measures and Definitions” section. Net Sales and Volume The following table provides a breakdown of consolidated net sales by operating segment for the periods indicated: Change 2025 2024 $ % Consumer Products $ 499.7 $ 495.3 $ 4.4 0.9 % Building Products 654.1 619.0 35.1 5.7 % Total reportable segments 1,153.8 1,114.3 39.5 3.5 % Other - 131.4 (131.4 ) N.M. Consolidated $ 1,153.8 $ 1,245.7 $ (91.9 ) (7.4 %) The following table provides volume (in units) by operating segment for the periods presented: Change 2025 2024 Units % Consumer Products 69,075,737 66,632,148 2,443,589 3.7 % Building Products 14,234,140 14,157,050 77,090 0.5 % Total reportable segments 83,309,877 80,789,198 2,520,679 3.1 % Other - 523,169 (523,169 ) N.M. Consolidated 83,309,877 81,312,367 1,997,510 2.5 % 27 Table of Contents • Consumer Products – Net sales totaled $499.7 million in fiscal 2025, an increase of $4.4 million, or 0.9%, from the prior fiscal year, primarily due to higher volumes and a slightly favorable product mix. • Building Products – Net sales totaled $654.1 million in fiscal 2025, an increase of $35.1 million, or 5.7%, compared to the prior fiscal year, which was largely driven by contributions from Ragasco and favorable product mix, partially offset by lower overall volumes, excluding Ragasco. • Other – Net sales in the prior year period are related to our former Sustainable Energy Solutions operating segment, which was deconsolidated on May 29, 2024, when we sold a 51% interest in the business. In periods after the sale transaction, our 49% retained interest is accounted for under the equity method as discussed in “Note C – Investments in Unconsolidated Affiliates.” Gross profit Change 2025 2024 $ % Gross profit $ 319.0 $ 285.0 $ 34.0 11.9 % Gross margin % 27.6 % 22.9 % • Gross profit was $319.0 million in fiscal 2025, an increase of $34.0 million, or 11.9%, over the prior fiscal year, driven by higher contributions from both Consumer Products and Building Products. In Consumer Products, gross profit increased $15.8 million on favorable product mix and higher overall volume. In Building Products, gross profit increased $21.5 million on contributions from Ragasco and favorable mix. In addition to the factors described above, gross margin benefited from the deconsolidation of our Sustainable Energy Solutions business on May 29, 2024. Change 2025 2024 $ % SG&A $ 268.4 $ 283.5 $ (15.1 ) (5.3 %) Net Sales % 23.3 % 22.8 % • SG&A was $268.4 million in fiscal 2025, a decrease of $15.1 million, or 5.3%, from the prior fiscal year. The decrease was primarily attributable to the elimination of certain corporate costs that no longer exist following the Separation, but were included in net earnings from continuing operations in the prior year, as well as the net impact of acquisitions and divestitures. This was partially offset by higher profit sharing and bonus expense to correspond with the improvement in pre-tax earnings. Other Operating Items 2025 2024 Change Impairment of goodwill and long-lived assets $ 50.8 $ 33.0 $ 17.8 Restructuring and other expense, net 10.5 29.3 (18.8 ) Separation costs - 12.7 (12.7 ) • Impairment activity in fiscal 2025 primarily reflects the non-cash write-down of intangible assets associated with GTI, totaling $50.1 million. Impairment charges in the prior fiscal year related primarily to the impairment of goodwill and other assets immediately prior to the deconsolidation of our Sustainable Energy Solutions business in May 2024. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information. • Restructuring and other expense, net during fiscal 2025 included a $4.5 million increase in the fair value of the contingent liability associated with the Ragasco earnout arrangement, as well as stock-based compensation expense of $2.6 million related to the accelerated vesting of certain equity awards upon the retirement of our former CEO. Restructuring charges in the prior fiscal year were primarily related to the deconsolidation of our Sustainable Energy Solutions business. • Separation costs in the prior fiscal year reflect direct and incremental costs incurred in connection with the Separation and attributable to our continuing operations. 28 Table of Contents Other Non-Operating Items 2025 2024 Change Miscellaneous expense, net $ 3.2 $ 17.1 $ (13.9 ) • Miscellaneous expense in fiscal 2025 was driven primarily by the write down of an investment in notes receivable that was determined to be other than temporarily impaired, resulting in a pre-tax charge of $5.0 million. Miscellaneous expense in fiscal 2024 was primarily driven by (1) the annuitization of the remaining projected benefit obligation of the inactive Gerstenslager Plan, which resulted in a pre-tax charge of $8.0 million and (2) the write-down of an investment in notes receivable that was determined to be other than temporarily impaired, resulting in a pre-tax charge of $11.2 million. Equity Income Change 2025 2024 $ % WAVE (1) $ 110.1 $ 103.3 $ 6.8 6.6 % ClarkDietrich (1) 40.8 59.8 (19.0 ) (31.8 %) Other (2) (6.1 ) 4.6 (10.7 ) (232.6 %) Equity income $ 144.8 $ 167.7 $ (22.9 ) (13.7 %) —————————————————— (1) Equity income contributed by WAVE and ClarkDietrich is reported within our Building Products segment. (2) Includes our share of equity earnings of the Workhorse and the Sustainable Energy Solutions joint ventures. • Equity income totaled $144.8 million in fiscal 2025, a decrease of $22.9 million compared to the prior fiscal year, as higher contributions from WAVE were offset by a decline at ClarkDietrich, down $19.0 million, largely due to margin compression driven by lower steel prices. The decrease also reflects lower contributions from Workhorse, which benefited from a $2.8 million gain in the prior fiscal year, and from the Sustainable Energy Solutions joint venture, which included a $3.4 million non-cash impairment charge in fiscal 2025. Income Tax Expense Change 2025 2024 $ % Income tax expense $ 33.8 $ 39.0 $ (5.2 ) (13.3 %) Annual ETR 26.1 % 52.6 % Annual adjusted ETR 23.0 % 23.5 % • Income tax expense totaled $33.8 million in fiscal 2025, compared to $39.0 million in the prior fiscal year. The decrease was primarily due to the impact of one-time discrete tax charges related to the Separation and charges associated with the deconsolidation of our Sustainable Energy Solutions business in the prior fiscal year, partially offset by higher pre-tax earnings in fiscal 2025. The effective tax rate for fiscal 2025 was 26.1%, compared to 52.6% in the prior fiscal year. On an adjusted basis, the annual effective tax rate was 23.0% in fiscal 2025, compared to 23.5% in the prior fiscal year. Refer to “Note M – Income Taxes” for additional information. 29 Table of Contents The following table provides a summary of adjusted EBITDA from continuing operations by reportable segment, a non-GAAP financial measure, along with the respective percentage of net sales for each reportable segment and on a consolidated basis. Refer to the “Use of Non-GAAP Financial Measures and Definitions” section preceding Part I, Item 1 of this Form 10-K for additional information regarding our use of non-GAAP financial measures. A reconciliation of earnings before income taxes from continuing operations to adjusted EBITDA from continuing operations is provided in “Note O – Segment Data.” % of % of Change 2025 Net Sales 2024 Net Sales $ % Consumer Products $ 82.7 16.5 % $ 69.6 14.1 % $ 13.1 18.8 % Building Products 211.3 32.3 % 210.1 33.9 % 1.2 0.6 % Total reportable segments $ 294.0 25.5 % $ 279.7 25.1 % $ 14.3 5.1 % Other (2.7 ) N.M. (3.3 ) N.M. 0.6 18.2 % Unallocated Corporate (27.9 ) 2.4 % (25.4 ) 2.0 % (2.5 ) 9.8 % Consolidated $ 263.4 22.8 % $ 251.0 20.1 % $ 12.4 4.9 % • Consumer Products – Adjusted EBITDA from continuing operations totaled $82.7 million in fiscal 2025, an increase of $13.1 million, or 18.8%, compared to the prior fiscal year. The increase was primarily driven by favorable product mix and higher overall volume. • Building Products – Adjusted EBITDA from continuing operations was $211.3 million, an increase of $1.2 million, or 0.6% compared to the prior fiscal year. The increase was largely due to contributions from Ragasco and favorable product mix, nearly offset by lower overall volume, excluding Ragasco, and lower overall contributions of equity income. • Other – Adjusted EBITDA from continuing operations improved $0.6 million compared to the prior fiscal year, driven by lower losses following the deconsolidation of our former Sustainable Energy Solutions operating segment in May 2024, partially offset by lower equity earnings from Workhorse, which benefited from a $2.8 million gain related to the divestiture of its Brazilian operations in the prior year period. • Unallocated Corporate – Unallocated SG&A increased $2.5 million compared to the prior fiscal year, primarily due to higher profit sharing and bonus expense to correspond with improvements in pre-tax earnings. Fiscal 2024 Compared to Fiscal 2023 For a comparison of our results of operations for fiscal 2024 and fiscal 2023, see “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal 2024 Compared to Fiscal 2023” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed with the SEC on July 30, 2024. Liquidity and Capital Resources During fiscal 2025, we generated $209.7 million of cash from operating activities, invested $50.6 million in property, plant and equipment, spent $95.0 million to acquire Ragasco, and received $11.4 million for the sale of 51% of our former Sustainable Energy Solutions operating segment. Additionally, we paid $30.9 million to repurchase 700,000 common shares and paid dividends of $33.9 million on the common shares during fiscal 2025. 2025 2024 2023 Net cash provided by operating activities $ 209.7 $ 290.0 $ 625.4 Net cash used by investing activities (135.1 ) (140.8 ) (71.8 ) Net cash used by financing activities (68.8 ) (359.9 ) (133.1 ) Increase (decrease) in cash and cash equivalents 5.8 (210.7 ) 420.5 Cash and cash equivalents at beginning of period 244.2 454.9 34.5 Cash and cash equivalents at end of period $ 250.0 $ 244.2 $ 455.0 The cash flows related to discontinued operations have not been segregated. Accordingly, the consolidated statements of cash flows include the results of discontinued operations. See “Note B – Discontinued Operations” for a summarization of significant non-cash items related to discontinued operations 30 Table of Contents We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital, to the extent not funded by cash provided by operating activities, for at least the next 12 months and for the foreseeable future thereafter. These resources include cash and cash equivalents and unused committed lines of credit under our Credit Facility. The Credit Facility had a total of $500.0 million of borrowing capacity available to be drawn as of May 31, 2025. Although we do not currently anticipate a need, we believe that we could access the financial markets to sell long-term debt or equity securities. However, the continuation of uncertain economic conditions and a high interest rate environment could create volatility in the financial markets, which may impact our ability to access capital and the terms under which we can do so. We routinely monitor current operational requirements, financial market conditions, and credit relationships and we may choose to seek additional capital by issuing new debt and/or equity securities to strengthen our liquidity or capital structure. Should we seek additional capital, there can be no assurance that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing shareholders and/or increase our interest costs. We may also from time to time seek to retire or repurchase our outstanding debt through cash purchases, in open-market purchases, privately-negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transaction may or may not be material. Operating Activities Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We rely on cash and short-term borrowings to meet cyclical increases in working capital needs. These needs generally arise during periods of increased economic activity or increasing raw material prices, requiring higher levels of inventory and accounts receivable. During economic slowdowns or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable. Net cash provided by operating activities was $209.7 million during fiscal 2025, compared to $290.0 million during fiscal 2024. The decrease was primarily due to lower net earnings in fiscal 2025 driven by the Separation and a $33.7 million decrease in dividends received from unconsolidated joint ventures. Investing Activities Net cash used by investing activities was $135.1 million during fiscal 2025, compared to $140.8 million during fiscal 2024. Net cash used by investing activities during fiscal 2025 was driven primarily by the acquisition of Ragasco for $95.0 million, including an earnout, and capital expenditures of $50.6 million, partially offset by $11.5 million of proceeds from the sale of 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment on May 29, 2024. Net cash used by investing activities in fiscal 2024 resulted primarily from capital expenditures of $83.5 million, investment in notes receivable of $14.9 million, a deposit of $11.4 million for the June 3, 2024 acquisition of Ragasco, and the acquisitions of Halo and Voestalpine for net cash consideration of $9.6 million and $21.0 million, respectively. Investment activities are largely discretionary and future investment activities could be reduced significantly, or eliminated, as economic conditions warrant. We assess acquisition opportunities as they arise, and any such opportunities may require additional financing. However, there can be no assurance that any such opportunities will arise, that any such acquisition opportunities will be consummated, or that any needed additional financing will be available on satisfactory terms if required. Financing Activities Net cash used by financing activities was $68.8 million in fiscal 2025 compared to $359.9 million in fiscal 2024. The change was primarily due to activity related to the Separation transaction including the net distribution of $68.0 million to Worthington Steel and net proceeds of $172.2 million under Worthington Steel’s short-term credit facilities, which were assumed by Worthington Steel. During fiscal 2025, we paid $30.9 million to repurchase 700,000 common shares and paid dividends of $33.9 million on the common shares. During fiscal 2024, we redeemed in full our 2026 Notes for $243.6 million and our 2024 Notes for $150.0 million, as further discussed in “Note H – Debt.” Long-term debt – We typically use the net proceeds from long-term debt for acquisitions, refinancing of outstanding debt, capital expenditures and general corporate purposes. As of May 31, 2025, we were in compliance with the covenants in our long-term debt agreements. Our long-term debt agreements do not include ratings triggers or material adverse change provisions. 31 Table of Contents Short-term borrowings – Our short-term debt agreements do not include ratings triggers or material adverse change provisions. As of May 31, 2025, we were in compliance with the covenants in our short-term debt agreements. We maintain the $500.0 million Credit Facility that matures on September 27, 2028. Borrowings under the Credit Facility have maturities of up to one year. We have the option to borrow at rates equal to an applicable margin over the Simple SOFR, the Prime Rate of PNC Bank, National Association, or the Overnight Bank Funding Rate. The applicable margin is determined by our credit rating. There were no borrowings outstanding under the Credit Facility at May 31, 2025. As discussed in “Note G – Guarantees,” we had in place $9.5 million in outstanding letters of credit for third-party beneficiaries as of May 31, 2025. No amounts were drawn against these outstanding letters of credit at May 31, 2025, and the fair value of these guaranteed instruments, based on premiums paid, was not material. Common shares – During fiscal 2025, we declared dividends totaling $0.68 per common share at a quarterly rate of $0.17 per common share. During fiscal 2024, we declared dividends totaling $0.96 per common share, which consisted of three quarters of declared dividends under our pre-Separation capital structure and one quarter as a standalone company. Dividends paid on our common shares totaled $33.9 million in fiscal 2025 compared to $56.8 million during fiscal 2024. On June 23, 2025, the Board declared a quarterly dividend of $0.19 per common share for the first quarter of fiscal 2026, a $0.02 per share increase from the previous quarterly rate. The dividend is payable on September 29, 2025 to shareholders of record at the close of business on September 15, 2025. On March 20, 2019, the Board authorized the repurchase of up to 6,600,000 of the common shares. On March 24, 2021, the Board authorized the repurchase of up to an additional 5,618,464 of the common shares, increasing the total number of common shares then authorized for repurchase to 10,000,000 (net of previously repurchased common shares). The total number of common shares available for repurchase under these authorizations at May 31, 2025 was 5,365,000. These common shares may be repurchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately-negotiated transactions. Dividend Policy We currently have no material contractual or regulatory restrictions on the payment of dividends. Dividends are declared at the discretion of the Board. The Board reviews the dividend quarterly and establishes the dividend rate based upon our consolidated financial condition, results of operations, capital requirements, current and projected cash flows, business prospects, and other relevant factors. While we have paid a dividend every quarter since becoming a public company in 1968, there is no guarantee that payments of dividends will continue in the future. 32 Table of Contents Recently Adopted Accounting Standards Refer to “Note A – Summary of Significant Accounting Policies” for additional information. Environmental We do not believe that compliance with environmental laws has or will have a material effect on our capital expenditures, future results of operations or financial position or competitive position. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Critical accounting estimates are defined as those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations. Although actual results historically have not deviated significantly from those determined using our estimates, as discussed below, our consolidated financial position or results of operations could be materially different if we were to report under different conditions or to use different assumptions in the application of such policies. The following accounting estimates are considered to be the most critical to us, as these are the primary areas where financial information is subject to our estimates, assumptions and judgment in the preparation of our consolidated financial statements. Impairment of Goodwill and Indefinite-Lived Long-Lived Assets Critical estimate: Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that impairment may be present. Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. We test goodwill at the operating segment level as we have determined that the characteristics of the reporting units within each operating segment are similar and allow for their aggregation in accordance with the applicable accounting guidance. For goodwill and indefinite lived intangible assets, we test for impairment by first evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If there are no concerns raised from this evaluation, no further testing is performed. If, however, our qualitative analysis indicates it is more likely than not that the fair value is less than the carrying amount, a quantitative analysis is performed. The quantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the respective carrying amount, and an impairment loss is recognized in our consolidated statements of earnings equivalent to the excess of the carrying amount over the fair value. Assumptions and judgments: When performing a qualitative assessment, judgment is required when considering relevant events and circumstances that could affect the fair value of the indefinite lived intangible asset or reporting unit to which goodwill is assigned. Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of the indefinite lived intangible asset or reporting unit to which goodwill is assigned. If a quantitative analysis is required, assumptions are required to estimate fair value, both at the individual asset and enterprise level, to compare against the carrying value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions. During the fourth quarter of fiscal 2025, we were able to qualitatively conclude that the goodwill associated with our Consumer Products and Building Products reporting units was not impaired. We also determined that our indefinite-lived intangible assets were not impaired, with the exception of those related to GTI. During the fourth quarter of fiscal 2025, we identified an impairment indicator for the long-lived assets of the GTI business within the Consumer Products operating segment. As a result, we conducted an impairment review of the GTI asset group and concluded that the fair value of its indefinite-lived intangible assets was below their carrying amount. Accordingly, we recognized an impairment charge in the fourth quarter of fiscal 2025 to reduce the carrying value of the assets to their estimated fair market values. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information. 33 Table of Contents Impairment of Definite-Lived Long-Lived Assets Critical estimate: We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. Assumptions and judgments: When performing the comparison of the sum of the undiscounted cash flows of the asset or asset group to its respective carrying amount, judgment is required when forming the basis for underlying cash flow forecast assumptions. If the second step of the impairment test is required, assumptions are required to estimate the fair value to compare against the carrying value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions. During the fourth quarter of fiscal 2025, we identified an impairment indicator for the GTI business within the Consumer Products operating segment. As a result, we performed a recoverability test on the GTI asset group, which indicated that the carrying amount was not fully recoverable. We subsequently measured and recognized an impairment charge to write down GTI’s primary finite-lived intangible asset to its estimated fair value. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information. Income Taxes Critical estimate: In accordance with the authoritative accounting guidance, we account for income taxes using the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and deferred tax liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities. We evaluate the deferred tax assets to determine whether it is more likely than not that some, or a portion, of the deferred tax assets will not be realized, and provide a valuation allowance as appropriate. Changes in existing tax laws or rates could significantly impact the estimate of our tax liabilities. Assumptions and judgments: Significant judgment is required in determining our tax expense and in evaluating our tax positions. In accordance with accounting literature related to uncertainty in income taxes, tax benefits from uncertain tax positions that are recognized in our consolidated financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We have reserves for income taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities. It is our policy to record these in income tax expense. While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions. These reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues, and release of administrative guidance or court decisions affecting a particular tax issue. We have provided for the amounts we believe will ultimately result from these changes; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. Such differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. See “Note M – Income Taxes” for further information. 34 Table of Contents Business Combinations Critical estimate: We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available. For the valuation of intangible assets acquired in a business combination, we typically use an income approach. The purchase price allocated to the intangible assets is based on unobservable assumptions, inputs and estimates, including but not limited to, forecasted revenue growth rates, projected expenses, discount rates, customer attrition rates, royalty rates, and useful lives, among others. Assumptions and judgments: Significant assumptions, which vary by the class of asset or liability, are forward looking and could be affected by future economic and market conditions. We engage third-party valuation specialists who review our critical assumptions and prepare the calculation of the fair value of acquired intangible assets in connection with significant business combinations. The excess of the purchase price over the fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.