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Worthington Enterprises (NYSE: WOR) posts 24% sales jump and boosts EPS on LSI deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Worthington Enterprises reported strong fiscal 3Q 2026 results, with net sales rising 24% to $378.7 million and GAAP diluted EPS increasing to $0.92 from $0.79. Adjusted diluted EPS grew to $0.98 from $0.91, marking the sixth consecutive quarter of year-over-year adjusted EPS and EBITDA growth.

Operating income increased to $31.5 million from $20.9 million, while adjusted EBITDA rose to $84.6 million from $73.8 million. Operating cash flow was $61.9 million and free cash flow improved to $48.1 million. The balance sheet showed total debt of $312.0 million and cash of $6.0 million, reflecting heavy acquisition spending.

Building Products net sales climbed to $223.9 million, up 35.8%, and Consumer Products net sales grew 10.8% to $154.8 million. The company completed the approximately $205.0 million acquisition of LSI Group and declared a quarterly dividend of $0.19 per share, payable June 29, 2026, to shareholders of record on June 15, 2026.

Positive

  • Strong top- and bottom-line growth: Net sales rose 24% to $378.7 million while GAAP diluted EPS increased to $0.92 and adjusted diluted EPS to $0.98, marking six consecutive quarters of year-over-year adjusted EPS and EBITDA growth.
  • Strategic scale-up via acquisitions: The approximately $205.0 million acquisition of LSI Group and earlier Elgen deal added $32.2 million to quarterly net sales and significantly expanded the Building Products portfolio.
  • Healthy cash generation and liquidity: Operating cash flow of $61.9 million and free cash flow of $48.1 million supported continued dividends and buybacks, with $495.2 million available under the revolving credit facility.

Negative

  • None.

Insights

Worthington posts double‑digit growth and funds major acquisitions while preserving solid cash generation.

Worthington Enterprises delivered broad-based growth in fiscal 3Q 2026. Net sales increased to $378.7M, up 24% year over year, with GAAP diluted EPS rising to $0.92 and adjusted diluted EPS to $0.98. Both operating income and adjusted EBITDA showed solid improvement, indicating healthier underlying profitability.

Growth was driven by both segments: Building Products net sales rose 35.8% to $223.9M, aided by acquisitions, while Consumer Products net sales increased 10.8% to $154.8M. The company closed the roughly $205.0M purchase of LSI, and recent acquisitions contributed $32.2M to quarterly net sales. Equity income from affiliates softened somewhat, mainly on lower ClarkDietrich contributions.

Cash flow remains a key strength. Operating cash flow reached $61.9M with free cash flow of $48.1M, even as cash declined to $6.0M after significant outlays for Elgen and LSI. Total debt stood at $312.0M and the undrawn portion of the revolving credit facility was $495.2M, supporting management’s view of a strong balance sheet. The maintained quarterly dividend of $0.19 per share underlines confidence in ongoing cash generation.

0000108516false00001085162026-03-242026-03-24

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2026

 

 

WORTHINGTON ENTERPRISES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Ohio

001-08399

31-1189815

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

200 West Old Wilson Bridge Road

 

Columbus, Ohio

 

43085

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (614) 438-3210

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

 


 

 

Item 2.02.

Results of Operations and Financial Condition.

 

The following information is furnished pursuant to Item 2.02:

On March 24, 2026, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial Release”) reporting results for the three-month period ended February 28, 2026 (the fiscal 2026 third quarter). A copy of the Financial Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.

The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.

 

Item 8.01.

Other Events.

 

On March 24, 2026, the Registrant issued a news release (the “Dividend Release”) reporting that the Board declared a quarterly cash dividend of $0.19 per share in respect of the Registrant’s common shares. The dividend was declared on March 24, 2026, and is payable on June 29, 2026 to shareholders of record at the close of business on June 15, 2026. A copy of the Dividend Release is included with this Form 8‑K as Exhibit 99.4 and is incorporated herein by reference.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits: The following exhibits are included with this Form 8‑K:

Exhibit No.

 Description

99.1

News Release issued by Worthington Enterprises, Inc. on March 24, 2026 (Financial Release)

99.2

 

News Release issued by Worthington Enterprises, Inc. on March 24, 2026 (Dividend Release)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

WORTHINGTON ENTERPRISES, INC.

 

 

 

 

Date:

March 24, 2026

By:

/s/Patrick J. Kennedy

 

 

 

Patrick J. Kennedy, Vice President -
General Counsel and Secretary

 


img9491595_0.jpg

 

 

Worthington Enterprises Reports Third Quarter Fiscal 2026 Results

 

COLUMBUS, Ohio (March 24, 2026) – Worthington Enterprises Inc. (NYSE: WOR), a designer and manufacturer of market-leading building and consumer products that improve everyday life by elevating spaces and experiences, today reported results for its fiscal 2026 third quarter ended February 28, 2026.

 

Recent Developments and Third Quarter Highlights (all comparisons to the third quarter of fiscal 2025):

Net sales were $378.7 million, an increase of 24%.
Net earnings increased 15% to $45.1 million, while adjusted net earnings increased 7% to $48.5 million and adjusted EBITDA grew 15% to $84.6 million.
Earnings per share on a fully-diluted basis (“EPS – diluted”) improved to $0.92 from $0.79 per share, while adjusted EPS – diluted increased to $0.98 from $0.91 per share.
Operating cash flow increased 8% to $61.9 million, while free cash flow improved 8% to $48.1 million.
Repurchased 100,000 common shares for $5.4 million, leaving 4,915,000 common shares available for repurchase under the company’s existing authorization.
Declared a quarterly dividend of $0.19 per common share payable on June 29, 2026, to shareholders of record at the close of business on June 15, 2026.
Acquired LSI Group (“LSI”), a market-leading manufacturer of standing seam metal roof clips and retrofit components in the commercial metal roof market on January 16, 2026, for approximately $205.0 million, subject to closing adjustments.

 

“We delivered another quarter of strong, resilient performance, achieving year-over-year growth in adjusted EPS and EBITDA for the sixth consecutive quarter,” said Worthington Enterprises President and CEO Joe Hayek. “Our teams delivered solid organic growth across both segments, driving meaningfully higher sales and earnings. We were happy to welcome the LSI team to Worthington when the acquisition closed in January, and we are excited about the contributions they are already making to our Building Products segment.”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Worthington Enterprises

March 24, 2026

Page 2

Financial highlights for the current year and prior year quarters are as follows:

 

(U.S. dollars in millions, except per share amounts)

 

3Q 2026

 

 

3Q 2025

 

GAAP Financial Measures

 

 

 

 

 

 

Net sales

 

$

378.7

 

 

$

304.5

 

Operating income

 

 

31.5

 

 

 

20.9

 

Earnings before income taxes

 

 

 

 

 

 

60.1

 

 

 

52.6

 

Net earnings

 

 

45.1

 

 

 

39.3

 

EPS – diluted

 

 

0.92

 

 

 

0.79

 

Net cash provided by operating activities

 

 

 

 

 

 

61.9

 

 

 

57.1

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures (1)

 

 

 

 

 

 

Adjusted operating income

 

$

35.2

 

 

$

26.2

 

Adjusted EBITDA

 

 

84.6

 

 

 

73.8

 

Adjusted net earnings

 

 

 

 

 

 

48.5

 

 

 

45.3

 

Adjusted EPS – diluted

 

 

0.98

 

 

 

0.91

 

Free cash flow

 

 

48.1

 

 

 

44.4

 

 

(1) Refer to the “GAAP / Non-GAAP Reconciliations” and the “Use of Non-GAAP Financial Measures and Definitions” sections of this release for additional information regarding the use of non-GAAP financial measures and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.

 

Consolidated Quarterly Results

Net sales for the third quarter of fiscal 2026 increased $74.2 million, or 24.4%, over the prior year quarter to $378.7 million, driven by higher overall volumes and the impact of acquisitions, which contributed $32.2 million to net sales in the current year quarter. Excluding the impact of acquisitions, net sales increased $42.0 million, or 13.8% compared to the prior year quarter.

 

Operating income increased $10.7 million to $31.5 million, reflecting higher net sales and improved fixed cost absorption in the company’s wholly owned businesses. On an adjusted basis, operating income increased $9.0 million in the third quarter of fiscal 2026 to $35.2 million compared to the prior year quarter, primarily due to higher volumes and contributions from recent acquisitions.

 

Equity in net income of unconsolidated affiliates decreased $1.4 million from the prior year quarter to $30.7 million, on lower contributions from ClarkDietrich, which were down $3.8 million, partially offset by higher contributions from WAVE, which were up $2.1 million.

 

Income tax expense was $15.0 million in the third quarter of fiscal 2026, compared to $13.2 million in the prior year quarter. The increase was driven by higher pre-tax earnings. Income tax expense in the third quarter of fiscal 2026 reflects an estimated annual effective tax rate of 24.3%, compared to 24.4% in the prior year quarter.

 

Balance Sheet and Cash Flow

Total debt at quarter end was $312.0 million, an increase of $9.2 million compared to May 31, 2025, due to an increase in short-term borrowings to fund acquisitions and the remeasurement of the company’s euro-denominated notes. The company had $4.8 million outstanding under its revolving credit facility as of February 28, 2026, leaving $495.2 million available for future use and providing substantial liquidity.

 

The company ended the quarter with cash and cash equivalents of $6.0 million, a decrease of $244.1 million from May 31, 2025, primarily driven by the acquisitions of Elgen Manufacturing (“Elgen”) and LSI. During the third quarter of fiscal 2026, the company generated operating cash flow of $61.9 million, of which $13.8 million was invested in capital expenditures, resulting in free cash flow of $48.1 million, up from $44.4 million in the prior year quarter. Capital expenditures in the current year quarter included approximately $4.1 million related to ongoing facility modernization projects.

 


Worthington Enterprises

March 24, 2026

Page 3

 

Quarterly Segment Results

Building Products generated net sales of $223.9 million in the current year quarter, an increase of $59.0 million, or 35.8%, over the prior year quarter. The increase was driven by higher overall volumes and the impact of acquisitions, which contributed $32.2 million to net sales in the current year quarter. Excluding the impact of acquisitions, net sales in Building Products increased $26.8 million, or 16.3% compared to the prior year quarter. Adjusted EBITDA increased $5.6 million from the prior year quarter to $58.8 million, driven by the impact of higher net sales, partially offset by lower overall contributions of equity in net income of unconsolidated affiliates, primarily related to ClarkDietrich.

 

Consumer Products generated net sales of $154.8 million in the current year quarter, an increase of $15.1 million, or 10.8%, over the prior year quarter, driven by higher volumes and higher average selling prices. Adjusted EBITDA in Consumer Products increased $6.8 million from the prior year quarter to $35.5 million, driven by the impact of higher net sales.

 

Outlook

“As we approach the end of our fiscal year and look ahead to fiscal 2027, we believe we are very well positioned,” Hayek said. “The continued efforts of our teams to bring innovative solutions to our customers support our organic growth. Consistent free cash flow generation and a strong balance sheet provide the flexibility to pursue additional growth opportunities aligned with our strategy. We will continue to prioritize disciplined capital deployment and remain focused on delivering sustainable growth and long-term shareholder value.”

 

Conference Call

 

The company will review fiscal 2026 third quarter results during its quarterly conference call on March 25, 2026, at 8:30 a.m. Eastern Time. Details regarding the conference call can be found on the company website at www.WorthingtonEnterprises.com.

 

About Worthington Enterprises

Worthington Enterprises (NYSE: WOR) is a designer and manufacturer of market-leading brands that improve everyday life by elevating spaces and experiences. The company operates with two primary business segments: Building Products and Consumer Products. The Building Products segment includes heating and cooling, cooking, construction and water solutions, and building systems including HVAC and metal roofing components, architectural and acoustical grid ceilings, and metal framing and accessories. The Consumer Products segment provides solutions for the tools, outdoor living and celebrations categories. Product brands within the Worthington Enterprises portfolio include Balloon Time®, Bernzomatic®, BPD, Coleman® (propane cylinders), CoMet®, Elgen, Garden Weasel®, General®, HALO™, Hawkeye™, LEVEL5 Tools®, Logan Stampings, Mag Torch®, NEXI™, Pactool International®, PowerCore™, Ragasco®, Roof Hugger®, Well-X-Trol® and XLite™, among others.

 

Headquartered in Columbus, Ohio, Worthington Enterprises and its joint ventures employ approximately 6,000 people throughout North America and Europe.

 

Founded in 1955 as Worthington Industries, Worthington Enterprises follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Worthington Enterprises achieves this outcome by empowering its employees to innovate, thrive and grow with leading brands in attractive markets that improve everyday life. The company engages deeply with local communities where it has operations through volunteer efforts and The Worthington Companies Foundation, participates actively in workforce development programs and reports annually on its corporate citizenship and sustainability efforts. For more information, visit worthingtonenterprises.com.

 

 


Worthington Enterprises

March 24, 2026

Page 4

Safe Harbor Statement

 

Selected statements contained in this release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). The company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the company’s 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; 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 for the company or its markets; 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 at the company’s operations; 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 and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for company and customer 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; effects of pandemics and widespread health crises and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on the company’s 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 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 the company’s products or suppliers, a United States 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 oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations; effects of sourcing and supply chain constraints; 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 the steel, automotive, construction and other industries in which the company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the company does 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 the company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts, terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability, foreign currency exchange rate exposure and the acceptance of the company’s 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 effect of inflation, interest rate increases and economic recession, which may negatively impact the company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the company in the application of its significant accounting policies; the level of imports and import prices in the company’s markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the company’s 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 United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (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 United States and potential changes for such laws, which may increase the company’s healthcare and other

 


Worthington Enterprises

March 24, 2026

Page 5

costs and negatively impact the company’s operations and financial results; the effects of tax laws in the United States and potential changes for such laws, which may increase the company’s costs and negatively impact the company’s operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the company’s filings with the United States Securities and Exchange Commission, including those described in “Part I – Item 1A. – Risk Factors” of the company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

 

Forward-looking statements should be construed in the light of such risks. The company notes these factors for investors as contemplated by the Act. 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. The company does not undertake, and hereby disclaims, 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.

 


 

WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per common share amounts)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net sales

 

$

378,677

 

 

$

304,524

 

 

$

1,009,836

 

 

$

835,878

 

Cost of goods sold

 

 

269,203

 

 

 

215,277

 

 

 

733,449

 

 

 

610,077

 

Gross profit

 

 

109,474

 

 

 

89,247

 

 

 

276,387

 

 

 

225,801

 

Selling, general and administrative expense

 

 

75,745

 

 

 

63,005

 

 

 

217,031

 

 

 

196,959

 

Restructuring and other expense, net

 

 

2,186

 

 

 

5,374

 

 

 

6,306

 

 

 

9,152

 

Operating income

 

 

31,543

 

 

 

20,868

 

 

 

53,050

 

 

 

19,690

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Miscellaneous income (expense), net

 

 

(316

)

 

 

258

 

 

 

(4,602

)

 

 

809

 

Interest expense, net

 

 

(1,828

)

 

 

(628

)

 

 

(3,363

)

 

 

(2,150

)

Equity in net income of unconsolidated affiliates

 

 

30,715

 

 

 

32,081

 

 

 

96,490

 

 

 

102,129

 

Earnings before income taxes

 

 

60,114

 

 

 

52,579

 

 

 

141,575

 

 

 

120,478

 

Income tax expense

 

 

14,994

 

 

 

13,240

 

 

 

34,605

 

 

 

29,122

 

Net earnings

 

 

45,120

 

 

 

39,339

 

 

 

106,970

 

 

 

91,356

 

Net loss attributable to noncontrolling interest

 

 

(343

)

 

 

(324

)

 

 

(969

)

 

 

(820

)

Net earnings attributable to controlling interest

 

$

45,463

 

 

$

39,663

 

 

$

107,939

 

 

$

92,176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

49,073

 

 

 

49,377

 

 

 

49,167

 

 

 

49,443

 

Earnings per share attributable to controlling interest

 

$

0.93

 

 

$

0.80

 

 

$

2.20

 

 

$

1.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

49,665

 

 

 

49,981

 

 

 

49,822

 

 

 

50,171

 

Earnings per share attributable to controlling interest

 

$

0.92

 

 

$

0.79

 

 

$

2.17

 

 

$

1.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.19

 

 

$

0.17

 

 

$

0.57

 

 

$

0.51

 

 

 


 

CONSOLIDATED BALANCE SHEETS

WORTHINGTON ENTERPRISES, INC.

(In thousands)

 

 

 

February 28,

 

 

May 31,

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,979

 

 

$

250,075

 

Receivables, less allowances of $1,062 and $907, respectively

 

 

231,878

 

 

 

215,824

 

Inventories

 

 

 

 

 

 

Raw materials

 

 

104,684

 

 

 

80,522

 

Work in process

 

 

8,087

 

 

 

9,408

 

Finished products

 

 

84,817

 

 

 

79,463

 

Total inventories

 

 

197,588

 

 

 

169,393

 

Income taxes receivable

 

 

25,374

 

 

 

12,720

 

Prepaid expenses and other current assets

 

 

43,044

 

 

 

37,358

 

Total current assets

 

 

503,863

 

 

 

685,370

 

Investments in unconsolidated affiliates

 

 

118,678

 

 

 

129,262

 

Operating lease assets

 

 

44,703

 

 

 

22,699

 

Goodwill

 

 

499,492

 

 

 

376,480

 

Other intangible assets, net of accumulated amortization of $101,791 and $88,887, respectively

 

 

327,353

 

 

 

190,398

 

Other assets

 

 

24,900

 

 

 

20,717

 

Property, plant and equipment:

 

 

 

 

 

 

Land

 

 

8,746

 

 

 

8,703

 

Buildings and improvements

 

 

136,279

 

 

 

132,742

 

Machinery and equipment

 

 

409,609

 

 

 

372,798

 

Construction in progress

 

 

57,206

 

 

 

33,326

 

Total property, plant and equipment

 

 

611,840

 

 

 

547,569

 

Less: accumulated depreciation

 

 

307,291

 

 

 

277,343

 

Total property, plant and equipment, net

 

 

304,549

 

 

 

270,226

 

Total assets

 

$

1,823,538

 

 

$

1,695,152

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

107,386

 

 

$

103,205

 

Short-term borrowings

 

 

4,792

 

 

 

-

 

Accrued compensation, contributions to employee benefit plans and related taxes

 

 

43,062

 

 

 

43,864

 

Dividends payable

 

 

9,833

 

 

 

9,172

 

Other accrued items

 

 

39,659

 

 

 

34,478

 

Current operating lease liabilities

 

 

7,950

 

 

 

6,014

 

Income taxes payable

 

 

554

 

 

 

109

 

Total current liabilities

 

 

213,236

 

 

 

196,842

 

Other liabilities

 

 

58,462

 

 

 

53,364

 

Distributions in excess of investment in unconsolidated affiliate

 

 

109,592

 

 

 

103,767

 

Long-term debt

 

 

307,256

 

 

 

302,868

 

Noncurrent operating lease liabilities

 

 

37,681

 

 

 

17,173

 

Deferred income taxes, net

 

 

94,751

 

 

 

82,901

 

Total liabilities

 

 

820,978

 

 

 

756,915

 

Shareholders' equity - controlling interest

 

 

1,002,479

 

 

 

937,187

 

Noncontrolling interest

 

 

81

 

 

 

1,050

 

Total equity

 

 

1,002,560

 

 

 

938,237

 

Total liabilities and equity

 

$

1,823,538

 

 

$

1,695,152

 

 

 

 

 


 

WORTHINGTON ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

45,120

 

 

$

39,339

 

 

$

106,970

 

 

$

91,356

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

14,552

 

 

 

11,950

 

 

 

41,402

 

 

 

35,707

 

Provision for (benefit from) deferred income taxes

 

 

4,294

 

 

 

(8,016

)

 

 

7,812

 

 

 

(10,871

)

Bad debt (income) expense

 

 

(97

)

 

 

1,128

 

 

 

112

 

 

 

3,189

 

Equity in net income of unconsolidated affiliates, net of distributions

 

 

4,064

 

 

 

3,089

 

 

 

8,991

 

 

 

10,810

 

Net (gain) loss on sale of assets

 

 

(17

)

 

 

(21

)

 

 

2,995

 

 

 

(547

)

Stock-based compensation

 

 

3,752

 

 

 

2,924

 

 

 

10,504

 

 

 

12,787

 

Unrealized loss on investment in marketable securities

 

 

340

 

 

 

-

 

 

 

1,584

 

 

 

-

 

Changes in assets and liabilities, net of impact of acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

(16,973

)

 

 

(18,553

)

 

 

3,870

 

 

 

(9,023

)

Inventories

 

 

10,998

 

 

 

14,128

 

 

 

(1,699

)

 

 

15,558

 

Accounts payable

 

 

6,612

 

 

 

46

 

 

 

(3,365

)

 

 

(12,600

)

Accrued compensation and employee benefits

 

 

13,658

 

 

 

8,838

 

 

 

(820

)

 

 

(4,628

)

Other operating items, net

 

 

(24,365

)

 

 

2,279

 

 

 

(23,838

)

 

 

15,592

 

Net cash provided by operating activities

 

 

61,938

 

 

 

57,131

 

 

 

154,518

 

 

 

147,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Investment in property, plant and equipment

 

 

(13,794

)

 

 

(12,704

)

 

 

(39,421

)

 

 

(37,494

)

Acquisitions, net of cash acquired

 

 

(212,191

)

 

 

-

 

 

 

(304,426

)

 

 

(88,156

)

Proceeds from sale of assets, net of selling costs

 

 

18

 

 

 

59

 

 

 

18

 

 

 

13,444

 

Investment in non-marketable equity securities, net of distributions

 

 

(58

)

 

 

(833

)

 

 

(113

)

 

 

(2,873

)

Net cash used by investing activities

 

 

(226,025

)

 

 

(13,478

)

 

 

(343,942

)

 

 

(115,079

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid

 

 

(9,341

)

 

 

(8,422

)

 

 

(27,540

)

 

 

(25,507

)

Repurchase of common shares

 

 

(5,374

)

 

 

(6,170

)

 

 

(25,328

)

 

 

(21,052

)

Net proceeds from short-term borrowings

 

 

4,792

 

 

 

-

 

 

 

4,792

 

 

 

-

 

Principal payments on long-term obligations

 

 

(284

)

 

 

-

 

 

 

(760

)

 

 

-

 

Proceeds from issuance of common shares, net of tax withholdings

 

 

(15

)

 

 

(22

)

 

 

(5,836

)

 

 

(7,073

)

Net cash used by financing activities

 

 

(10,222

)

 

 

(14,614

)

 

 

(54,672

)

 

 

(53,632

)

(Decrease) increase in cash and cash equivalents

 

 

(174,309

)

 

 

29,039

 

 

 

(244,096

)

 

 

(21,381

)

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

 

 

 

 


 

WORTHINGTON ENTERPRISES, INC.

SEGMENT INFORMATION

(Dollars in thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

Building Products

 

$

223,850

 

 

$

164,810

 

 

$

616,147

 

 

$

461,821

 

Consumer Products

 

 

154,827

 

 

 

139,714

 

 

 

393,689

 

 

 

374,057

 

Consolidated

 

$

378,677

 

 

$

304,524

 

 

$

1,009,836

 

 

$

835,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Building Products

 

$

58,825

 

 

$

53,187

 

 

$

171,766

 

 

$

141,578

 

Consumer Products

 

 

35,452

 

 

 

28,625

 

 

 

66,887

 

 

 

61,884

 

Total reportable segments

 

 

94,277

 

 

 

81,812

 

 

 

238,653

 

 

 

203,462

 

Other (1)

 

 

(2,107

)

 

 

(2,417

)

 

 

(5,080

)

 

 

(3,309

)

Unallocated Corporate

 

 

(7,555

)

 

 

(5,616

)

 

 

(21,269

)

 

 

(20,247

)

Consolidated

 

$

84,615

 

 

$

73,779

 

 

$

212,304

 

 

$

179,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

 

 

 

 

 

 

 

 

 

 

 

Building Products

 

 

26.3

%

 

 

32.3

%

 

 

27.9

%

 

 

30.7

%

Consumer Products

 

 

22.9

%

 

 

20.5

%

 

 

17.0

%

 

 

16.5

%

Consolidated

 

 

22.3

%

 

 

24.2

%

 

 

21.0

%

 

 

21.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity income by unconsolidated affiliate

 

 

 

 

 

 

 

 

 

 

 

 

WAVE (2)

 

$

27,096

 

 

$

25,012

 

 

$

85,778

 

 

$

77,478

 

ClarkDietrich (2)

 

 

5,726

 

 

 

9,486

 

 

 

15,792

 

 

 

27,960

 

Other (1)

 

 

(2,107

)

 

 

(2,417

)

 

 

(5,080

)

 

 

(3,309

)

Consolidated

 

$

30,715

 

 

$

32,081

 

 

$

96,490

 

 

$

102,129

 

 

 

 

(1)
Other includes the equity earnings of Taxi Workhorse, LLC and the SES joint venture.
(2)
Equity income contributed by WAVE and ClarkDietrich is included in Building Products segment results.

WORTHINGTON ENTERPRISES, INC.

GAAP / NON-GAAP RECONCILIATIONS

(Dollars in thousands, except per share amounts)

 

For more information regarding the non-GAAP financial measures, including details of the definition update made in the third quarter of fiscal 2026, refer to the “Use of Non-GAAP Financial Measures and Definitions” section of this release.

 

Consolidated Results – Adjusted Earnings per Share – Diluted

 

 

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

 

 

Consolidated Results – Adjusted EBITDA

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net earnings (GAAP)

 

$

45,120

 

 

$

39,339

 

 

$

106,970

 

 

$

91,356

 

Plus: Net loss attributable to noncontrolling interest

 

 

343

 

 

 

324

 

 

 

969

 

 

 

820

 

Net earnings attributable to controlling interest

 

 

45,463

 

 

 

39,663

 

 

 

107,939

 

 

 

92,176

 

Interest expense, net

 

 

1,828

 

 

 

628

 

 

 

3,363

 

 

 

2,150

 

Income tax expense

 

 

14,994

 

 

 

13,240

 

 

 

34,605

 

 

 

29,122

 

EBIT (5)

 

 

62,285

 

 

 

53,531

 

 

 

145,907

 

 

 

123,448

 

Amortization of inventory step-up (2)

 

 

1,500

 

 

 

-

 

 

 

3,651

 

 

 

1,477

 

Restructuring and other expense, net

 

 

2,186

 

 

 

5,374

 

 

 

6,306

 

 

 

9,152

 

Loss on partial sale of investment in SES (3)

 

 

-

 

 

 

-

 

 

 

2,950

 

 

 

-

 

Unrealized loss on investment in marketable securities (4)

 

 

340

 

 

 

-

 

 

 

1,584

 

 

 

-

 

Adjusted EBIT (5)

 

 

66,311

 

 

 

58,905

 

 

 

160,398

 

 

 

134,077

 

Depreciation and amortization

 

 

14,552

 

 

 

11,950

 

 

 

41,402

 

 

 

35,707

 

Stock-based compensation (6)

 

 

3,752

 

 

 

2,924

 

 

 

10,504

 

 

 

10,122

 

Adjusted EBITDA (non-GAAP)

 

$

84,615

 

 

$

73,779

 

 

$

212,304

 

 

$

179,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 amortization of the step-up to fair market value of acquired inventory related to the LSI and Elgen acquisitions in fiscal 2026 and the Ragasco acquisition in fiscal 2025. The company updated the definition of its non-GAAP financial measures to exclude inventory step-up charges in the third quarter of fiscal 2026. All previously reported amounts have been recast to conform to this change. Additional information is available in the “Use of Non-GAAP Financial Measures and Definitions” section at the end of the release.

 


 

(3)
Reflects the loss incurred in connection with divestment of the company’s 49% interest in the composite assets of its SES joint venture on October 14, 2025. In exchange for the company’s interest in the divested assets, it received common shares in 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 the company's 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 the company’s consolidated statement of earnings for the nine months ended February 28, 2025 related to the accelerated vesting of certain outstanding equity awards upon retirement of a key employee.

 

Consolidated Results - Free Cash Flow

 

The following tables provide a reconciliation of net cash provided by operating activities to free cash flow and the calculation of operating cash flow conversion to free cash flow conversion for the three and nine months ended February 28, 2026 and 2025.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net cash provided by operating activities (GAAP)

 

$

61,938

 

 

$

57,131

 

 

$

154,518

 

 

$

147,330

 

Investment in property, plant, and equipment

 

 

(13,794

)

 

 

(12,704

)

 

 

(39,421

)

 

 

(37,494

)

Free cash flow (non-GAAP)

 

$

48,144

 

 

$

44,427

 

 

$

115,097

 

 

$

109,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings attributable to controlling interest (GAAP)

 

$

45,463

 

 

$

39,663

 

 

$

107,939

 

 

$

92,176

 

Adjusted net earnings attributable to controlling interest (non-GAAP)

 

$

48,526

 

 

$

45,332

 

 

$

119,865

 

 

$

101,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flow conversion (GAAP) (1)

 

 

136

%

 

 

144

%

 

 

143

%

 

 

160

%

Free cash flow conversion (non-GAAP)

 

 

99

%

 

 

98

%

 

 

96

%

 

 

108

%

 

 

 

(1)
Operating cash flow conversion is defined as net cash provided by operating activities divided by net earnings attributable to controlling interest.

 


 

WORTHINGTON ENTERPRISES, INC.

USE OF NON-GAAP FINANCIAL MEASURES AND DEFINITIONS

 

NON-GAAP FINANCIAL MEASURES. These materials include certain financial measures that are not calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Non-GAAP financial measures typically exclude items that management believes are not reflective of, and thus should not be included when evaluating the performance of the company’s ongoing operations. Management uses these non-GAAP financial measures to evaluate ongoing performance, engage in financial and operational planning, and determine incentive compensation. Management believes these non-GAAP financial measures provide useful supplemental information regarding the performance of the company’s 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 the company’s businesses and enables investors to evaluate operations and future prospects in the same manner as management.

 

Beginning in the third quarter of fiscal 2026, the company updated its definition of adjusted operating income, adjusted net earnings, adjusted EBITDA, and adjusted EPS – diluted to exclude the acquisition-related amortization of inventory step-up charges. Prior periods have been recast for comparability.

The following provides an explanation of each non-GAAP financial measure presented in these materials:

 

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. EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. 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.

 

Free cash flow is a non-GAAP financial liquidity measure that is used by the company to assess its ability to generate cash beyond what is required for its business operations and capital expenditures. The company defines free cash flow as net cash flows from operating activities less investment in property, plant, and equipment.

 

Free cash flow conversion is a non-GAAP financial measure that is used by the company to measure how much of its adjusted net earnings attributable to controlling interest is converted into cash. The company defines free cash flow conversion as free cash flow divided by adjusted net earnings.

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 the company’s 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 the company’s 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 the company’s ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, which management believes facilitates the comparison of historical, current and forecasted financial results.
Restructuring activities consist of established programs that are intended to fundamentally change the company’s operations, and as such are excluded from its non-GAAP financial measures. The company’s 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. The company’s 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 the company’s restructuring activities. Restructuring and other expense, net, may also include other nonrecurring items included in operating income but incremental to the company’s normal business activities. These items are excluded because they are not indicative of the ongoing operations of the company’s underlying business.
Loss on partial sale of investment in SES, which resulted from the divestiture of the company’s 49% interest in the Composites business of SES, is excluded because it did not occur in the normal course of business and is inherently predictable in timing and amount.
Unrealized losses on marketable equity securities represents the net impact of unrealized losses resulting from mark-to-market adjustments on the company’s marketable equity securities. The company excludes this activity because it is not reflective of on-going operating activity and does not provide a meaningful evaluation of operating performance.

 

 


 

UPDATE TO NON-GAAP DEFINITIONS - ADJUSTMENTS FOR AMORTIZATION OF INVENTORY STEP-UP

 

Beginning in the third quarter of fiscal 2026, the company updated its definitions of adjusted operating income, adjusted net earnings, adjusted EBITDA, and adjusted EPS – diluted to exclude the acquisition-related amortization of inventory step-up charges.

 

The following tables reflect updates made to the company’s non-GAAP financial measures previously disclosed for fiscal 2024, fiscal 2025 and the first two quarters of fiscal 2026 as a result of the company’s change to exclude the impact of the amortization of inventory step-ups. All dollar amounts are presented in thousands except per share amounts and are on a continuing operations basis.

 

Fiscal 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal

 

Adjusted operating income

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

2024

 

As reported

 

$

4,758

 

 

$

2,366

 

 

$

7,978

 

 

$

5,789

 

 

$

20,891

 

Impact of adjustment

 

 

-

 

 

 

-

 

 

 

50

 

 

 

-

 

 

 

50

 

Updated

 

$

4,758

 

 

$

2,366

 

 

$

8,028

 

 

$

5,789

 

 

$

20,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal

 

Adjusted net earnings

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

2024

 

As reported

 

$

37,250

 

 

$

28,514

 

 

$

40,190

 

 

$

37,508

 

 

$

143,462

 

Impact of adjustment

 

 

-

 

 

 

-

 

 

 

38

 

 

 

-

 

 

 

38

 

Updated

 

$

37,250

 

 

$

28,514

 

 

$

40,228

 

 

$

37,508

 

 

$

143,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal

 

Adjusted EBITDA

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

2024

 

As reported

 

$

65,915

 

 

$

55,044

 

 

$

66,872

 

 

$

63,168

 

 

$

250,999

 

Impact of adjustment

 

 

-

 

 

 

-

 

 

 

50

 

 

 

-

 

 

 

50

 

Updated

 

$

65,915

 

 

$

55,044

 

 

$

66,922

 

 

$

63,168

 

 

$

251,049

 

 

Due to the insignificant magnitude of the amortization of inventory step-up charges in fiscal 2024, there was no change to the reported adjusted EPS – diluted amount.

 

Fiscal 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal

 

Adjusted operating income (loss)

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

2025

 

As reported

 

$

(3,541

)

 

$

6,141

 

 

$

26,242

 

 

$

21,780

 

 

$

50,622

 

Impact of adjustment

 

 

1,477

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,477

 

Updated

 

$

(2,064

)

 

$

6,141

 

 

$

26,242

 

 

$

21,780

 

 

$

52,099

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal

 

Adjusted net earnings

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

2025

 

As reported

 

$

25,121

 

 

$

30,242

 

 

$

45,333

 

 

$

53,097

 

 

$

153,793

 

Impact of adjustment

 

 

1,108

 

 

 

-

 

 

 

-

 

 

 

19

 

 

 

1,127

 

Updated

 

$

26,229

 

 

$

30,242

 

 

$

45,333

 

 

$

53,116

 

 

$

154,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal

 

Adjusted EBITDA

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

2025

 

As reported

 

$

48,437

 

 

$

56,213

 

 

$

73,779

 

 

$

85,060

 

 

$

263,489

 

Impact of adjustment

 

 

1,477

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,477

 

Updated

 

$

49,914

 

 

$

56,213

 

 

$

73,779

 

 

$

85,060

 

 

$

264,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal

 

Adjusted EPS − Diluted

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

 

2025

 

As reported

 

$

0.50

 

 

$

0.60

 

 

$

0.91

 

 

$

1.06

 

 

$

3.07

 

Impact of adjustment

 

 

0.02

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

0.02

 

Updated

 

$

0.52

 

 

$

0.60

 

 

$

0.91

 

 

$

1.06

 

 

$

3.09

 

 

 


 

Fiscal 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

YTD

 

Adjusted operating income

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

Fiscal 2026

 

As reported

 

$

11,719

 

 

$

13,908

 

 

$

35,229

 

 

N/A

 

$

60,856

 

Impact of adjustment

 

 

2,151

 

 

 

-

 

 

N/A

 

 

N/A

 

 

2,151

 

Updated

 

$

13,870

 

 

$

13,908

 

 

$

35,229

 

 

N/A

 

$

63,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YTD

 

Adjusted net earnings

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

Fiscal 2026

 

As reported

 

$

37,247

 

 

$

32,460

 

 

$

48,526

 

 

N/A

 

$

118,233

 

Impact of adjustment

 

 

1,638

 

 

 

(6

)

 

N/A

 

 

N/A

 

 

1,632

 

Updated

 

$

38,885

 

 

$

32,454

 

 

$

48,526

 

 

N/A

 

$

119,865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YTD

 

Adjusted EBITDA

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

Fiscal 2026

 

As reported

 

$

65,060

 

 

$

60,478

 

 

$

84,615

 

 

N/A

 

$

210,153

 

Impact of adjustment

 

 

2,151

 

 

 

-

 

 

N/A

 

 

N/A

 

 

2,151

 

Updated

 

$

67,211

 

 

$

60,478

 

 

$

84,615

 

 

N/A

 

$

212,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YTD

 

Adjusted EPS − Diluted

 

Q1

 

 

Q2

 

 

Q3

 

 

Q4

 

Fiscal 2026

 

As reported

 

$

0.74

 

 

$

0.65

 

 

$

0.98

 

 

N/A

 

$

2.37

 

Impact of adjustment

 

 

0.04

 

 

 

-

 

 

N/A

 

 

N/A

 

 

0.04

 

Updated

 

$

0.78

 

 

$

0.65

 

 

$

0.98

 

 

N/A

 

$

2.41

 

 

 


img10415116_0.jpg

 

 

 

Worthington Enterprises Declares Quarterly Dividend

 

COLUMBUS, OHIO (March 24, 2026) – The Worthington Enterprises Inc. (NYSE: WOR) Board of Directors today declared a quarterly dividend of $0.19 per share. The dividend is payable on June 29, 2026, to shareholders of record on June 15, 2026. The company has paid a quarterly dividend since its initial public offering in 1968.

 

Worthington Enterprises, a designer and manufacturer of market-leading brands that improve everyday life by elevating spaces and experiences, will hold its quarterly earnings conference call tomorrow, March 25 at 8:30 a.m. ET. The company will discuss its fiscal third quarter results, which will be released later today after the market closes.

 

Please click here to register for tomorrow's live audio webcast or visit IR.worthingtonenterprises.com. For those unable to listen live, a replay will be available in the Investors section of the company’s website approximately two hours after the completion of the call and will be archived for one year.

 

LIVE CONFERENCE CALL DETAILS

Date: Wednesday, March 25, 2026

Webcast Link: https://events.q4inc.com/attendee/999794906

Starting Time: 8:30 a.m. ET

Conference ID: 1777337

Domestic Participants: 888-330-3567

 

About Worthington Enterprises

Worthington Enterprises (NYSE: WOR) is a designer and manufacturer of market-leading brands that improve everyday life by elevating spaces and experiences. The company operates with two primary business segments: Building Products and Consumer Products. The Building Products segment includes heating and cooling, cooking, construction and water solutions, and building systems including HVAC and metal roofing components, architectural and acoustical grid ceilings, and metal framing and accessories. The Consumer Products segment provides solutions for the tools, outdoor living and celebrations categories. Product brands within the Worthington Enterprises portfolio include Balloon Time®, Bernzomatic®, BPD, Coleman® (propane cylinders), CoMet®, Elgen, Garden Weasel®, General®, HALO™, Hawkeye™, LEVEL5 Tools®, Logan Stampings, Mag Torch®, NEXI™, Pactool International®, PowerCore™, Ragasco®, Roof Hugger®, Well-X-Trol® and XLite™, among others.

Headquartered in Columbus, Ohio, Worthington Enterprises employs approximately 4,000 people throughout North America and Europe.


img10415116_0.jpg

 

Founded in 1955 as Worthington Industries, Worthington Enterprises follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Worthington Enterprises achieves this outcome by empowering its employees to innovate, thrive and grow with leading brands in attractive markets that improve everyday life. The company engages deeply with local communities where it has operations through volunteer efforts and The Worthington Companies Foundation, participates actively in workforce development programs and reports annually on its corporate citizenship and sustainability efforts. For more information, visit worthingtonenterprises.com.

Forward-Looking Statements

Statements by Worthington Enterprises that are not limited to historical information constitute “forward-looking statements” under federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from those expected by Worthington Enterprises. Readers should evaluate forward-looking statements in the context of such risks, uncertainties and other factors, many of which are described in Worthington Enterprises’ filings with the Securities and Exchange Commission (“SEC”). Forward-looking statements are qualified by the cautionary statements included in Worthington Enterprises’ SEC filings and other public communications. This press release speaks only as of the date hereof. Worthington Enterprises does not undertake any obligation to update or revise its forward-looking statements except as required by applicable law or regulation.

 

 

###

 


FAQ

How did Worthington Enterprises (WOR) perform in fiscal 3Q 2026?

Worthington Enterprises delivered strong 3Q 2026 results with net sales of $378.7 million, up 24% year over year. GAAP diluted EPS increased to $0.92 from $0.79 and adjusted diluted EPS rose to $0.98 from $0.91, reflecting solid profit growth.

What were Worthington Enterprises’ key profitability and cash flow metrics for 3Q 2026?

Operating income reached $31.5 million and adjusted EBITDA was $84.6 million in 3Q 2026. The company generated $61.9 million of operating cash flow and $48.1 million of free cash flow, both up 8% from the prior-year quarter, underscoring strong cash generation.

How did Worthington Enterprises’ business segments perform in 3Q 2026?

Building Products net sales increased 35.8% to $223.9 million, driven by higher volumes and acquisitions. Consumer Products net sales rose 10.8% to $154.8 million, supported by higher volumes and pricing. Both segments contributed to higher consolidated adjusted EBITDA of $84.6 million.

What acquisitions affected Worthington Enterprises’ 3Q 2026 results?

Worthington Enterprises completed the approximately $205.0 million acquisition of LSI Group on January 16, 2026. Along with the earlier Elgen acquisition, these deals contributed $32.2 million to third-quarter net sales and helped drive significant growth in the Building Products segment.

What is Worthington Enterprises’ dividend policy and current dividend rate?

The Board declared a quarterly dividend of $0.19 per share, payable June 29, 2026, to shareholders of record on June 15, 2026. Worthington has paid a quarterly dividend since its 1968 IPO, signaling a long-standing commitment to returning cash to shareholders.

What does Worthington Enterprises’ balance sheet look like after recent acquisitions?

Following acquisition spending, Worthington ended 3Q 2026 with total debt of $312.0 million and cash of $6.0 million. Only $4.8 million was drawn on its revolving credit facility, leaving $495.2 million available and providing substantial liquidity alongside continued free cash flow generation.

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2.45B
30.77M
Metal Fabrication
Steel Works, Blast Furnaces & Rolling & Finishing Mills
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United States
COLUMBUS