WORTHINGTON ENTERPRISES, INC.

Fiscal Years Ended May 31, 2025, 2024 and 2023

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

Note A – Summary of Significant Accounting Policies

Basis of Consolidation -Our consolidated financial statements include the accounts of Worthington Enterprises and its consolidated subsidiaries. Significant intercompany accounts and transactions have been eliminated.

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

The Separation –On December 1, 2023, we completed the Separation of our former steel processing business into an independent publicly traded company, Worthington Steel, on a tax-free basis. Accordingly, the operating results of the former steel processing business are reported as discontinued operations for all periods presented prior to the Separation. All discussion within this Form 10-K, including amounts, percentages and disclosures for all periods presented, reflect only our continuing operations unless otherwise noted. In connection with the Separation, we entered into several agreements with Worthington Steel that govern our ongoing relationships, including a Trademark License Agreement, both short-term and long-term Transition Services Agreements, and a Steel Supply and Services Agreement. Transactions governed by these agreements are considered to be related party transactions. See “Note T – Related Party Transactions” for additional information.

Deconsolidation of Sustainable Energy Solutions - On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe. Pursuant to the transaction, Hexagon acquired a 49% stake in the joint venture. Post-closing, we hold a 49%, noncontrolling interest in the joint venture, with the remaining 2% held by members of the existing management team of the joint venture. The joint venture, which combines two of Europe’s market leaders in composite high-pressure storage technology, focuses on capitalizing on the global clean energy transition specific to the storage, transport and distribution of hydrogen and compressed natural gas.

Our 49% noncontrolling interest, which is accounted for under the equity method, does not qualify as a standalone operating segment and therefore will be reported within Other, as discussed further in “Note O – Segment Data.” Additionally, upon closing, our Sustainable Energy Solutions business, as historically operated, is no longer part of our management structure and therefore the financial position and results of operations of this business are presented within Other, on an historical basis, through May 29, 2024.

Our contribution to the joint venture consisted of the net assets of the former Sustainable Energy Solutions operating segment. Immediately prior to the contribution, we evaluated the goodwill and long-lived assets. An impairment charge of $32,203, including $14,210 related to goodwill, was recognized when the disposal group met the criteria as assets held for sale in the fourth quarter of fiscal 2024. Upon closing of the transaction, the contributed net assets were deconsolidated, resulting in a loss of $30,502 within restructuring and other (income) expense, net in our fiscal 2024 consolidated statement of earnings, as summarized below.

During fiscal 2025, we incurred additional deal costs of $473 which were recorded within restructuring and other expense (income), net in our consolidated statement of earnings, as a true-up to the loss on deconsolidation.

Our retained minority ownership interest in the Sustainable Energy Solutions joint venture is accounted for under the equity method and was recorded at fair value as of the closing date. Our estimate of fair value was based on an enterprise valuation of the net assets of the business. For additional information regarding the fair value of our minority ownership interest in the Sustainable Energy Solutions joint venture, refer to “Note R – Fair Value Measurements.”

Use of Estimates -The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates and base them on both historical and forward-looking assumptions.

Cash and Cash Equivalents -We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At May 31, 2025, cash and cash equivalents included cash held in banks, and short-term, highly liquid investments. Our short-term investments are measured at fair value using the net asset value per share practical expedient, and accordingly, are not classified in the fair value hierarchy. Our cash held in banks is measured in the fair value hierarchy using Level 1 inputs.

Receivables -We review our receivables on an ongoing basis to ensure that they are properly valued and collectible. Expected lifetime credit losses on receivables are recognized at the time of origination. We estimate the allowance for credit losses based on the expected future credit losses using the internal historical loss information and observable and forecasted macroeconomic data.

The allowance for doubtful accounts is used to record the estimated risk of loss related to our customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current economic and market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to SG&A. Account balances are charged off against the allowance when recovery is considered remote. The allowance for doubtful accounts increased$564 during fiscal 2025 to$907.

While we believe our allowance for doubtful accounts is adequate, changes in economic conditions, the financial health of customers and bankruptcy settlements could impact our future earnings. If the economic environment and market conditions deteriorate, particularly in the end markets where our exposure is greatest, additional reserves may be required.

Inventories -Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. The assessment of net realizable value requires the use of estimates to determine cost to complete, normal profit margin and the ultimate selling price of inventory. During fiscal 2024, we recorded lower of cost or net realizable value adjustments in cost of goods sold for third-party sourced products whose cost exceeded their net realizable value by approximately $4,600. We believe our inventories were valued appropriately as of May 31,2025 and May 31, 2024.

Property and Depreciation -Property, plant and equipment are carried at cost and depreciated using the straight-line method. Buildings and improvements are depreciated over 10 to 40 years and machinery and equipment over 3 to 20 years. Depreciation expense was $34,490,$36,793 and$34,017 during fiscal 2025, fiscal 2024 and fiscal 2023, respectively. Accelerated depreciation methods are used for income tax purposes.

Goodwill and Other Long-Lived Assets -We use the purchase method of accounting for all business combinations and recognize amortizable and indefinite-lived intangible assets separately from goodwill. The acquired assets and assumed liabilities in an acquisition are measured and recognized based on their estimated fair values at the date of acquisition, with goodwill representing the excess of the purchase price over the fair value of the identifiable net assets. A bargain purchase may occur, wherein the fair value of identifiable net assets exceeds the purchase price, and a gain is then recognized in the amount of that excess. Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that impairment may be present. Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. We test goodwill at the operating segment level as we have determined that the characteristics of the reporting units within each operating segment are similar and allow for their aggregation in accordance with the applicable accounting guidance.

For goodwill and indefinite-lived intangible assets, we test for impairment by first evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If there are no potential impairments raised from this evaluation, no further testing is performed. If, however, our qualitative analysis indicates it is more likely than not that the fair value is less than the carrying amount, a quantitative analysis is performed. The quantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the related carrying amount, and an impairment loss is recognized in our consolidated statements of earnings equivalent to the excess of the carrying amount over the fair value. Fair value is determined based on discounted cash flows or appraised values, as appropriate. Our policy is to perform a quantitative analysis of each reporting unit at least every three to five years.

We performed our annual impairment test of goodwill and other indefinite-lived intangible assets during the fourth quarter of fiscal 2025. Based on this assessment, we qualitatively concluded that the goodwill associated with our Consumer Products and Building Products reporting units was not impaired. We also determined that our indefinite-lived intangible assets were not impaired, with the exception of those related to GTI, as discussed further in “Note D – Goodwill and Other Long-Lived Assets.”

We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is assessed by comparing the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group to its carrying amount. If the sum of the undiscounted cash flows exceeds the carrying amount, no impairment is recognized. If the carrying amount exceeds the sum of the undiscounted future cash flows, the impairment loss is measured as the amount by which the carrying value exceeds fair value. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information.

Long-lived assets classified as held for sale are reported at the lower of cost or fair value less costs to sell and are presented separately in our consolidated balance sheets. Assets are classified as held for sale when we have committed to a plan to sell the asset within one year and the asset is available for immediate sale in its present condition at a price reasonable in relation to its fair value.

Impairment testing for both goodwill and long-lived assets, including intangible assets with finite useful lives, is largely based on cash flow models that require significant judgment and require assumptions about future volume trends, revenue and expense growth rates; and, in addition, external factors such as changes in economic trends and cost of capital. Significant changes in any of these assumptions could impact the outcomes of the tests performed. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information.

Equity Method Investments -Investments in affiliated companies over which we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method. We evaluate equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment might not be recoverable. Indicators of potential impairment may include, but are not limited to, the inability of the investee to sustain earnings, continued operating losses, a significant decline in fair value relative to carrying amount, deterioration in the investee’s financial condition, or changes in investor support or ownership structure. If the fair value of the investment is less than its carrying amount and such decline is not expected to be temporary, an impairment loss is recognized in the period in which the determination is made. See “Note C – Investments in Unconsolidated Affiliates” for additional information.

Leases -We account for leases in accordance with ASC 842, Leases. At inception, leases are classified as either operating or finance leases. ROU assets represent our right to use an underlying leased asset for the lease term, while lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets include any initial direct costs and prepayments, net of lease incentives. Lease terms include options to renew or terminate the lease when it is reasonably certain that we will exercise such options. As most of our leases do not include an implicit rate, we use our collateralized incremental borrowing rate, based on the information available at the lease commencement date, to determine the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is presented in cost of goods sold or SG&A depending on the underlying nature of the leased assets. For operating leases with variable payments based on an index or rate, we apply the index or rate in effect as of the lease commencement date. Variable lease payments not based on an index or rate are excluded from the lease liability and are recognized in the period in which the obligation for those payments is incurred. Leases with a term of 12 months or less are considered short-term leases. These leases are not recorded on our consolidated balance sheets and are expensed on a straight-line basis over the lease term. Refer to “Note S – Leases” for additional information.

Stock-Based Compensation -At May 31, 2025, we had stock-based compensation plans for our employees and our non-employee directors as described more fully in “Note K – Stock-Based Compensation.” All share-based awards, including grants of stock options and restricted common shares, are recorded as expense in our consolidated statements of earnings over the vesting period based on their grant date fair values. Stock-based payment transactions are classified as equity-settled. Forfeitures are recognized as they occur.

Derivative Financial Instruments - We utilize derivative financial instruments to primarily manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative financial instruments include interest rate risk, foreign currency exchange risk and commodity price risk. All derivatives are accounted for at fair value. The accounting treatment for changes in fair value depends on whether it has been designated as part of a qualifying hedging relationship and the nature of the hedge.

For derivatives designated as fair value hedges, gains and losses in fair value are recognized in current period earnings in the same income statement line as the underlying hedged item. For cash flow hedges, gains and losses in fair value is recorded in AOCI and subsequently reclassified into earnings when the hedged item affects earnings. For net investment hedges, gains and losses due to remeasurement are recorded as a foreign currency translation adjustment, a component of AOCI, and are not reclassified in earnings unless the related investment is sold or liquidated. For derivatives not designated as hedges, gains and losses are recognized in earnings immediately, based on the intent and economic exposure of the instrument. Cash flows related to derivative instruments are generally classified as operating activities in our consolidated statements of cash flows. Cash flows associated with net investment hedges are classified based on the nature of the hedging instrument. When a non-derivative instrument such as foreign currency-denominated debt is used, related cash receipts and payments, including proceeds from issuance and principal repayments, are presented within financing activities.

To qualify for hedge accounting, we formally document each hedging relationship, including the risk management objective and the strategy for undertaking the hedge, at inception. We only enter into derivative contracts with highly rated counterparties and monitor their credit ratings and exposure positions regularly. No credit loss is anticipated on existing instruments, and no material credit losses have been experienced to date.

We discontinue hedge accounting when it is determined that a derivative is no longer highly effective, is terminated, expires, or is de-designated. In all situations in which hedge accounting is discontinued and the derivative is retained, we continue to carry the derivative financial instrument at its fair value on our consolidated balance sheet and recognize any subsequent changes in its fair value in earnings immediately. If it becomes probable that a forecasted transaction will not occur, the related amounts previously recorded in AOCI are reclassified into current earnings.

Foreign Currency Transactions and Translations -Balance sheet accounts of our subsidiaries operating outside the U.S. that are accounted in a functional currency other than U.S. dollars are translated using the period end exchange rate. Net sales and expenses are translated at the average exchange rate in effect during each month. Foreign currency translation gains or losses are included as a component of AOCI and released to earnings only when the underlying currency exposure of the foreign subsidiary no longer exists. Gains or losses on transactions denominated in a currency other than a subsidiary’s functional currency are recognized through earnings as a component of miscellaneous expense, net.

Strategic Investments -From time to time, we may make investments in both privately and publicly held equity securities in which we do not have a controlling interest or significant influence. These investments are recorded at fair value with changes in fair value recognized in net earnings below operating income. We have elected to record equity securities without readily determinable fair values at cost, less impairment, adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Revenue Recognition -We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the product transfers to the customer, which generally occurs upon shipment or delivery, depending on shipping terms. Customers typically place purchase orders or blanket purchase orders that specify price, quantity, payment terms and other conditions. For blanket purchase orders, pricing and terms are defined up front, and quantities are established through periodic releases issued by the customer.

We have elected the following practical expedients permitted under ASC 606:

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Incremental costs of obtaining a contract are expensed as incurred.

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Consideration is not adjusted for the effects of a significant financing component for contracts with an expected duration of one year or less.

Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both net sales and cost of goods sold when control of the product transfers.

Returns, discounts, and other concessions related to product quality, delivery issues, or pricing adjustments are recorded as reductions to net sales in the same period the related revenue is recognized. Certain contracts include variable consideration, such as estimated returns, rebates, and volume discounts. These amounts are not constrained and are recognized using the expected value method, based on historical data, credit memo analysis, and other known factors.

When a performance obligation is satisfied before we have an unconditional right to invoice, we record a contract asset. If the right to consideration is unconditional, we record an unbilled receivable. There wereno contract assets or unbilled receivables attributable to continuing operations as of May 31,2025 or 2024.

We do not maintain contract liability balances, as our performance obligations are typically satisfied prior to receiving customer payment. Customer payments are generally due within 30 to 60 days of invoicing, which typically occurs upon shipment or delivery.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that we collect from customers, are excluded from net sales.

Certain customer contracts include standard warranties. These warranties are not considered separate performance obligations. We record an estimated liability for warranty costs at the time control of the product transfers to the customer.

Our revenue recognition policies do not involve significant judgments related to the timing of satisfaction of performance obligations or the determination of transaction price.

Cost of Goods Sold - Cost of goods sold includes all direct and indirect costs associated with manufacturing and preparing products for sale. These costs include labor, inbound freight, purchasing and receiving, inspection, internal transfers, and distribution and warehousing of inventory. Additionally, cost of goods sold includes shop supplies, facility maintenance, manufacturing engineering, project management, and depreciation of assets used in the production process.

SG&A - SG&A includes selling, marketing, customer service, product management and other administrative functions that do not directly support manufacturing. SG&A also includes depreciation related to non-manufacturing assets. Corporate overhead costs included in SG&A consist of expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, and risk management. Advertising costs are expensed to SG&A as incurred. Advertising expense was$28,235,$29,618, and$28,365 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

Statements of Cash Flows -Supple mental cash flow information was as follows for the prior three fiscal years:

We use the “cumulative earnings” approach to classify distributions received from unconsolidated joint ventures in our consolidated statements of cash flows. Under this method, distributions received from unconsolidated joint ventures are included in our consolidated statements of cash flows as operating activities, unless cumulative distributions exceed our share of cumulative equity in the investee’s net earnings. In such cases, the excess distributions are considered returns of investment and are classified as investing activities. In fiscal 2024, we classified $1,085 of excess dividends received from WAVE as an investing activity.

Income Taxes - We account for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences between the tax basis and the financial reporting basis of our assets and liabilities. We evaluate our deferred tax assets to determine whether it is more likely than not that all or a portion of the deferred tax assets will not be realized, and we record a valuation allowance where appropriate.

Tax benefits from uncertain tax positions are recognized in the financial statements only when they meet the recognition threshold of being more likely than not to be sustained upon examination. Such benefits are measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

We maintain reserves for uncertain tax positions, including related interest and penalties, which may become payable as a result of audits by taxing authorities. These reserves are recorded in income tax expense. While we believe the tax positions taken in our previously filed tax returns are appropriate, we acknowledge that certain interpretations may be subject to challenge by taxing authorities. Accordingly, we reassess our reserves on a periodic basis and adjust them as necessary in response to developments such as the expiration of applicable statutes of limitations, the conclusion of tax audits, changes in estimated exposures based on current calculations, the identification of new issues, or the issuance of administrative guidance or court decisions that affect a specific tax matter.

Business Combinations -We account for business combinations using the acquisition method of accounting. Under this method, once control is obtained, the identifiable assets acquired and liabilities assumed are recorded at their respective fair values as of the acquisition date. Determining the fair values of acquired assets and assumed liabilities requires the use of significant estimates and assumptions, particularly when observable market data is not available. For intangible assets, we generally apply an income approach, which relies on unobservable inputs such as forecasted revenue growth, projected operating expenses, discount rates, customer attrition rates, royalty rates, and estimated useful lives. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. Adjustments to the fair values of assets acquired or liabilities assumed may be recorded during the measurement period, which ends no later than one year from the acquisition date. Any such adjustments are recorded with a corresponding offset to goodwill. Subsequent adjustments identified after the end of the measurement period are recognized in earnings.

Self-Insurance Reserves -We self-insure for various risks, including product liability, product recall, cyber liability, and pollution liability. In addition, we retain significant exposure for workers’ compensation, general liability, property damage, automobile liability, and employee medical claims. To manage our overall loss exposure, we purchase stop-loss insurance that provides coverage for individual claims exceeding specified deductible thresholds. We maintain reserves for the estimated cost of resolving known claims, including those related to active product recalls or replacement programs, as well as for claims that have been incurred but not yet reported. These estimates are based on actuarial valuations that consider a variety of factors, including historical claim volume and settlement costs, current trends in claim frequency and severity, changes in our operations and workforce, general economic conditions, and other assumptions considered reasonable under the circumstances. Our reserve estimates may be affected if actual claim experience differs materially from these assumptions or historical trends.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on both an annual and interim basis. The ASU also requires disclosure of the title and position of the CODM. The guidance does not change how operating segments are identified, aggregated, or evaluated for disclosure. We adopted this standard during fiscal 2025 and have provided the incremental disclosures in “Note O – Segment Data.”

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

Note B – Discontinued Operations

The following table summarizes the financial results from the discontinued operations of Worthington Steel for fiscal 2024 and fiscal 2023. There were no discontinued operations for fiscal 2025.

As permitted under GAAP, the cash flows of Worthington Steel have not been segregated in our consolidated statements of cash flows in the periods prior to the Separation. Accordingly, our consolidated statements of cash flows in periods prior to the Separation do not agree to the respective balance sheet changes, which reflect the reclassification of Worthington Steel as a discontinued operation.

The following table summarizes significant non-cash operating items and capital expenditures related to discontinued operations as presented in the consolidated statements of cash flows for fiscal 2024 and fiscal 2023. There were no discontinued operations during fiscal 2025.

Note C – Investments in Unconsolidated Affiliates

Investments in joint ventures that we do not control, either through majority ownership or otherwise, are unconsolidated and accounted for using the equity method. At May 31, 2025, we held investments in the following unconsolidated joint ventures: ClarkDietrich (25%); Sustainable Energy Solutions (49%); WAVE (50%); and Workhorse (20%).

On May 29, 2024, we became a noncontrolling equity partner in an unconsolidated joint venture with Hexagon, a leading global manufacturer of Type 4 composite cylinders used for storing gas under high-pressure, by selling 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment in Europe for cash consideration of $11,986. Pursuant to the transaction, Hexagon acquired a 49% stake in the joint venture. Post-closing, we hold a 49%, noncontrolling interest in the joint venture, with the remaining 2% held by members of the existing management team of the joint venture. Immediately prior to the contribution, we evaluated the goodwill and long-lived assets. An impairment charge of $32,203 was recognized when the disposal group met the criteria as assets held for sale in the fourth quarter of fiscal 2024. Refer to “Note A – Summary of Significant Accounting Policies” for additional information.

We previously held a 50% noncontrolling equity interest in ArtiFlex through August 3, 2022, when that interest was purchased by the unrelated joint venture partner. In connection with this transaction, we received net cash proceeds of approximately $35,795 and recognized a pre-tax loss of $16,059 within equity income, representing the amount by which the book value of our investment exceeded the net cash proceeds.

We received distributions from unconsolidated affiliates totaling$153,605,$187,258, and$228,357 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in a negative asset balance of$103,767 and$111,905 at May 31, 2025 and 2024, respectively. In accordance with the applicable accounting guidance, the negative balances have been reclassified to distributions in excess of investment in unconsolidated affiliate within our consolidated balance sheets. We will continue to record our equity in the net income of WAVE as a debit to the investment account. If our equity balance becomes positive in the future, it will again be shown as an asset on our consolidated balance sheets. If it becomes probable that any excess distribution may not be returned, upon joint venture liquidation or otherwise, the liability balance will be immediately recognized as income.

WAVE and ClarkDietrich are included within the Building Products segment, while the Sustainable Energy Solutions and Workhorse joint ventures are reported within Other. The following table presents summarized information regarding the financial position of our unconsolidated affiliates accounted for using the equity method as of May 31:

The following tables presents summarized financial information for our unconsolidated affiliates for the fiscal years ended May 31:

At May 31, 2025 and 2024,$33,011 and$37,398, respectively, of our consolidated retained earnings represented undistributed earnings of investments accounted for under the equity method.

Note D – Goodwill and Other Long-Lived Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill during fiscal 2025 and fiscal 2024 by reportable operating segment:

(1)

For additional information regarding our acquisitions, refer to“Note P – Acquisitions.”

Accumulated goodwill impairment charges within Other totaled $212,500 as of May 31,2025 and May 31, 2024, respectively.

Other Intangible Assets

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. The following table summarizes other intangible assets by class as of the end of the prior two fiscal years:

Amortization expense totaled$13,659,$11,787, and$11,877 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

Amortization expense for each of the next five fiscal years is estimated to be:

Impairment of Goodwill and Long-Lived Assets

The following section provides additional information on material impairment activity for the periods presented.

Fiscal 2025: During the fourth quarter of fiscal 2025, we determined that an impairment indicator was present for the long-lived assets of the GTI business within the Consumer Products operating segment, primarily due to uncertainties resulting from the imposition of tariffs on imported goods. We determined that intangible assets with a combined carrying amount of $59,711 were impaired and wrote them down to their estimated fair value of $9,661 resulting in a pre-tax impairment charge of $50,050. Fair value was based on expected future cash flows using Level 3 inputs under ASC 820. The cash flows are those expected to be generated by market participants, discounted at an appropriate rate for the risks inherent in those cash flow projections, or 14%. Our projections contain uncertainties as they require us to make assumptions about market comparables, future cash flows, and the appropriate discount rates to reflect the risk inherent in the future cash flows and to derive a reasonable enterprise value. The estimated future cash flows reflect our latest assumptions of the financial projections based on the current and anticipated tariff landscape, including estimates of revenue over the foreseeable future and long-term growth rates, and operating margins based on historical trends and future cost containment activities. Goodwill was tested separately at the Consumer Products and Building Products reporting unit level and was not impaired.

Fiscal 2024: On May 29, 2024, we became a noncontrolling equity partner in a new unconsolidated joint venture with Hexagon by selling 51% of the nominal share capital of our former consolidated Sustainable Energy Solutions operating segment in Europe. The book value of the disposal group exceeded its estimated fair market value (determined using Level 2 inputs), which resulted in the recording of a $32,203 impairment charge. Included in the impairment charge was goodwill with a book value of $14,210, which was deemed fully impaired and written off and long-lived assets with a carrying value of $46,215 which were written down to their estimated fair market value of $28,222.

Note E – Restructuring and Other Expense (Income), Net

Restructuring activities consist of established programs that are intended to fundamentally change our operations. Our restructuring programs may include closing or consolidating production facilities or moving manufacturing of a product to another location, realignment of the management structure of a business unit in response to changing market conditions or general rationalization of headcount. Our restructuring activities generally give rise to employee-related costs, such as severance pay, and facility-related costs, such as exit costs and gains or losses on asset disposals but may include other incremental operating items associated with the our ongoing businesses that are nonrecurring in nature but incremental to our normal business activities. These items are not part of the ongoing operations of our underlying business and are footnoted in the tables below.

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense, net financial statement caption in our consolidated statement of earnings for fiscal 2025, is summarized below:

(1)

Reflects non-cash stock-based compensation expense related to the accelerated vesting of certain outstanding equity awards held by our former CEO upon his retirement, effective November 1, 2024.

(2)

Reflects the change in fair value of the contingent liability associated with the Ragasco earnout arrangement covering the 12-month period ended December 31, 2024. See “Note P – Acquisitions” for additional information.

The total liability as of May 31, 2025 is expected to be paid in the immediately following twelve months.

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense, net financial statement caption in our consolidated statement of earnings for fiscal 2024, is summarized below:

(1)

On May 29, 2024, we entered into an agreement with Hexagon and contributed the net assets of our Sustainable Energy Solutions business to a newly-formed joint venture in which we retained a 49% noncontrolling interest. As a result, we recognized a pre-tax loss of $30,502 within restructuring and other expense, net, including closing costs.

(2)

During fiscal 2024, we reversed amounts accrued for the anticipated payout under the final earnout opportunity associated with the Level5 acquisition.

Note F – Contingent Liabilities and Commitments

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

Note G – Guarantees

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

At May 31, 2025, we had in place$9,500 ofoutstanding stand-by letters of credit issued to third-party service providers. The fair value of these guaranteed instruments, based on premiums paid, was not material andno amounts were drawn against them at May 31,2025.

Note H – Debt

The following table summarizes our long-term debt outstanding at May 31,2025 and 2024:

Maturities of long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows:

Long-Term Debt

On August 23, 2019, two of our European subsidiaries issued the Original Senior Notes. The Original Series A Senior Note was to be repaid in the principal amount of €30,000, together with accrued interest, on August 23, 2029, with the remaining €6,700 principal amount payable on August 23, 2031, together with accrued interest. The Original Series B Senior Notes were to be repaid in the aggregate principal amount of €23,300, together with accrued interest, on August 23, 2031, with the remaining €31,700 aggregate principal amount payable on August 23, 2034, together with accrued interest. Debt issuance costs of $134 were incurred in connection with the issuance of the Original Senior Notes and have been recorded on our consolidated balance sheets within long-term debt as a contra-liability. In anticipation of the Separation, on November 1, 2023, we amended and restated the interest rate on both the Original Series A Senior Note, from 1.56% to 2.06%, and the Original Series B Senior Notes, from 1.90% to 2.40%. On May 17, 2024, in anticipation of the deconsolidation of our former Sustainable Energy Solutions business, we entered into a Note Purchase and Exchange Agreement in which the holders of the Original Senior Notes agreed to exchange such notes as consideration for Worthington Enterprises to issue the New Senior Notes to the same holders of the Original Senior Notes through a private placement agreement pursuant to the terms of the Note Purchase and Exchange Agreement in the aggregate principal amounts of €36,700 and €55,000, respectively, and upon the same terms as the Original Senior Notes. The debt issuance costs for each of the New Senior Notes will continue to be amortized, through interest expense, in our consolidated statements of earnings over the same respective terms of the Original Senior Notes. The unamortized portion of the debt issuance costs were$77 and$87 at May 31, 2025 and 2024, respectively.

On July 28, 2017, we issued the 2032 Notes. The 2032 Notes bear interest at a rate of 4.30%. The 2032 Notes were sold to the public at 99.901% of the principal amount thereof, to yield 4.309% to maturity. We used a portion of the net proceeds from the offering to repay amounts then outstanding under our then current revolving credit facility and a prior revolving trade accounts receivable securitization facility. We entered into an interest rate swap in June 2017, in anticipation of the issuance of the 2032 Notes. The interest rate swap had a notional amount of $150,000 to hedge the risk of changes in the semi-annual interest rate payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 2032 Notes. Upon pricing of the 2032 Notes, the derivative instrument was settled resulting in a gain of approximately $3,098, which was reflected in AOCI. Approximately $2,116 and $198 were allocated to debt issuance costs and the debt discount, respectively. The debt issuance costs and the debt discount have been recorded on our consolidated balance sheets within long-term debt as a contra-liability. Each will continue to be amortized, through interest expense, in our consolidated statements of earnings over the term of the 2032 Notes. The unamortized portions of the debt issuance costs and the debt discount were$1,011 and$95, respectively, at May 31, 2025 and$1,152 and$108, respectively, at May 31, 2024.

On April 15, 2014, we issued the 2026 Notes. During fiscal 2023, we purchased approximately $6,377 of the principal amount of the 2026 Notes in open market transactions, leaving $243,623 within long-term debt at May 31, 2023. On June 29, 2023, we notified the trustee under the indenture to which the 2026 Notes are subject that we had elected to redeem in full the 2026 Notes. On July 28, 2023, we redeemed, in full, the 2026 Notes at a price that approximated the par value of the debt of $243,623. In connection with the debt redemption, we recognized a non-cash loss of $1,534 related primarily to unamortized debt issuance costs and amounts deferred in AOCI associated with an interest rate swap executed prior to the issuance of the 2026 Notes.

On August 10, 2012, we issued the 2024 Notes. The 2024 Notes bore interest at a rate of 4.60%. On December 6, 2023, we used the proceeds received from Worthington Steel in connection with the Separation to pay off in full the 2024 Notes. The payoff amount consisted of $150,000 in principal plus accrued interest of $500.

Other Financing Arrangements

We maintain the Credit Facility, $500,000 multi-year revolving credit facility, which was amended and restated on September 27, 2023, to extend the final maturity from August 20, 2026 to September 27, 2028, while keeping in place $500,000 in committed financing. We have the option to borrow at rates equal to an applicable margin over the Simple SOFR, the Prime Rate of PNC Bank, National Association or the Overnight Bank Funding Rate. The applicable margin is determined by our Total Leverage Ratio. There wereno borrowings outstanding under the Credit Facility at May 31, 2025, leaving $500,000 available for use.

Note I – Comprehensive Income (Loss)

OCI: The following table summarizes the tax effects of each component of OCI for the prior three fiscal years:

AOCI: The components of the changes in AOCI at the end of the prior two fiscal years were as follows:

(1)

Cash flow hedges – disclosed in “Note Q – Derivative Instruments and Hedging Activities.”

(2)

Reflects the following pension liability adjustments:

•

The acceleration of deferred pension costs in AOCI related to separate pension lift-out transactions completed in February 2024 to transfer the pension benefit obligation under the Gerstenslager Plan to third-party insurance companies. Refer to “Note L – Employee Retirement Plans.”

•

The settlement of certain participant balances within the pension plan maintained by WAVE during fiscal 2024.

The estimated net amount of the gains recognized in AOCI at May 31, 2025, expected to be reclassified into net earnings within the succeeding twelve months is $849 (net of tax of $248). This amount was computed using the fair value of the cash flow hedges at May 31,2025, and will change before actual reclassification from OCI to net earnings during fiscal 2026.

Note J – Equity

Preferred Shares: The Worthington Enterprises Amended Articles of Incorporation authorize two classes of preferred shares and their relative voting rights. The Board is empowered to determine the issue prices, dividend rates, amounts payable upon liquidation and other terms of the preferred shares when issued. No preferred shares are issued or outstanding.

Common Shares: On March 20, 2019, the Board authorized the repurchase of up to 6,600,000 common shares. On March 24, 2021, the Board authorized the repurchase of up to an additional 5,618,464 common shares, increasing the total number of common shares then authorized for repurchase to 10,000,000 (net of previously repurchased common shares). These common shares may be repurchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions. At May 31,2025, the total number of the common shares available for repurchase under the Board authorizations was 5,365,000.

During fiscal 2025, we repurchased 700,000 common shares at an aggregate cost of $30,883. We didnot repurchase any common shares as part of publicly announced plans or programs during fiscal 2024 or fiscal 2023.

Common shares in non-qualified plans: Our non-qualified deferred compensation plans for employees require that any portion of a participant’s current account credited to the theoretical common share option, which reflects the fair value of the common shares with dividends reinvested, and any new contributions credited to the theoretical common share option remain credited to the theoretical common share option until distributed. For amounts credited to the theoretical common share option, payouts are required to be made in the form of whole common shares and cash in lieu of fractional common shares. As a result, we account for the deferred compensation obligation credited to the theoretical common share option within equity. The amounts recorded in equity totaled $166 and $417 at May 31,2025 and 2024, respectively.

Note K – Stock-Based Compensation

Under our stock-based compensation plans, we may grant incentive or non-qualified stock options, restricted common shares, market-based restricted common shares, and performance shares to employees and non-qualified stock options and restricted common shares to non-employee directors. We classify share-based compensation expense within SG&A to correspond with the same financial statement caption as the majority of the cash compensation paid to employees who have been awarded common shares. A total of 7,780,633 common shares were authorized and available for issuance in connection with our stock-based compensation plans in place at May 31,2025.

We recognized pre-tax stock-based compensation expense of $16,186 ($12,107 after-tax), $16,688 ($14,999 after-tax) and $19,178 ($14,786 after-tax) under our stock-based compensation plans during fiscal 2025, fiscal 2024 and fiscal 2023, respectively. Pre-tax stock-based compensation attributable to continuing operations was $13,155 and $14,566 during fiscal 2024 and fiscal 2023, respectively. At May 31, 2025, the total unrecognized compensation cost related to non-vested awards was $29,857, which will be expensed over the next three fiscal years.

The Separation

In connection with the Separation, we adjusted our outstanding share-based awards in accordance with the terms of the Employee Matters Agreement. Adjustments to the underlying shares and terms of outstanding non-qualified stock options, services-based restricted common shares, market-based restricted common shares, and performance share awards were made to preserve the intrinsic value of the awards immediately before the Separation. The adjustment of the underlying shares and exercise prices, as applicable, was determined using a ratio based on the relative values of our pre-Distribution common share price and our post-Distribution common share price.

Non-Qualified Stock Options

Stock options may be granted to purchase common shares at not less than 100% of the fair market value of the underlying common shares on the grant date. All outstanding stock options are non-qualified stock options. The exercise price of all stock options granted has been set at 100% of the fair market value of the underlying common shares on the grant date. Generally, stock options granted to employees vest and become exercisable at the rate of 33% per year beginning one year from the grant date, and expireten years after the grant date. Non-qualified stock options granted to non-employee directors vest and become exercisable on the earlier of (a) the first anniversary of the grant date or (b) the date on which the next annual meeting of shareholders of Worthington Enterprises is held following the grant date for any stock option granted as of the date of an annual meeting of shareholders of Worthington Enterprises. Stock options can be exercised through net-settlement, at the election of the option holder.

GAAP requires that all share-based awards be recorded as expense in the statement of earnings based on their grant date fair value. We calculate the fair value of our non-qualified stock options using the Black-Scholes option pricing model and certain assumptions. The computation of fair values for all stock options granted in fiscal 2024 and fiscal 2023 incorporates the following assumptions: expected volatility (based on the historical volatility of the common shares); risk-free interest rate (based on the U.S. Treasury strip rate for the expected term of the stock options); expected term (based on historical exercise experience); and dividend yield (based on annualized current dividends and an average quoted price of the common shares over the preceding annual period).

Due to the impact of the Separation on the comparability to the historical prices of the common shares, we used a comparable peer group to determine the expected volatility of the common shares granted in fiscal 2025. The risk-free interest rate is based on the U.S. Treasury strip rate for the expected term of the non-qualified stock options. The expected term was developed using historical exercise experience.

The table below sets forth the non-qualified stock options granted during each of the last three fiscal years. For each grant, the exercise price was equal to the closing market price of the underlying common shares at the respective grant date. The calculated pre-tax stock-based compensation expense for these stock options will be recognized on a straight-line basis over the three-year vesting period of the stock options.

The weighted average fair value of stock options granted in fiscal 2025, fiscal 2024 and fiscal 2023 was based on the following weighted average assumptions:

The following tables summarize our stock option activity for the prior three fiscal years:

(1)

Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.

The total intrinsic value of stock options exercised during fiscal 2025 was $4,589. The total amount of cash received from the exercise of stock options during fiscal 2025 was $3,834, and the related excess tax benefit realized from share-based payment awards was $960.

The following table summarizes information about non-vested stock option awards for fiscal 2025:

(1)

Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.

Service-Based Restricted Common Shares

Restricted common shares that contain service-based vesting conditions may be awarded to certain employees and non-employee directors. Service-based restricted common shares granted to employees cliff vest three years from the date of grant. Service-based restricted common shares granted to non-employee directors vest under the same parameters as discussed above with respect to non-qualified stock option grants. All service-based restricted common shares are valued at the closing market price of the common shares on the date of the grant.

The table below sets forth the service-based restricted common shares granted under the Plans during each of the past three fiscal years. The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective three-year service periods.

The following table summarizes the activity for service-based restricted common shares for the past three fiscal years:

(1)

Effective as of the Distribution, each restricted stock award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel common shares.

Market-Based Restricted Common Shares

Market-based restricted common shares consist of grants of performance-based restricted common shares to certain members of executive management that vest contingent upon the achievement of pre-determined market and service conditions. The fair value of our market-based restricted common shares is estimated using a Monte-Carlo simulation model that incorporates key assumptions such as the risk-free interest rate, expected volatility and expected dividends. Compensation expense is recognized on a straight-line basis over the vesting period, regardless of whether the market condition is satisfied. Vesting is subject to continued service requirements through the vesting date.

The following weighted average assumptions were used to determine the grant date fair value for our market-based restricted common shares granted in fiscal 2025, fiscal 2024, and fiscal 2023.

The following table summarizes our market-based restricted common shares for the past three fiscal years.

Performance Shares

We have awarded performance shares to certain key employees under our stock-based compensation plans. These performance shares are earned based on the level of achievement with respect to corporate targets for cumulative corporate economic value added, EPS growth and, in the case of business unit executives, a business unit adjusted EBITDA from continuing operations target, in each case for the three-year periods ending May 31, 2025, 2026 and 2027. These performance share awards will be paid, to the extent earned, in common shares in the fiscal quarter following the end of the applicable three-year performance period. The fair values of our performance shares are determined by the closing market prices of the underlying common shares at the respective grant dates of the performance shares and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued. The ultimate pre-tax stock-based compensation expense to be recognized over thethree-year performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved.

The table below sets forth the performance shares we granted (at target levels) during fiscal 2025, fiscal 2024 and fiscal 2023:

The following table summarizes our performance share award activity for the past three fiscal years:

(1)

Effective as of the Distribution, each performance share award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel shares.

(2)

Includes common shares related to previously granted awards that paid out at percentages above target levels.

Note L – Employee Retirement Plans

Defined Contribution Retirement Plans

We provide retirement benefits to employees mainly through defined contribution retirement plans. Eligible participants make pre-tax contributions based on elected percentages of eligible compensation, subject to annual addition and other limitations imposed by the Code and the various plans’ provisions. Company contributions consist of employer matching contributions, annual or monthly employer contributions and discretionary contributions, based on individual plan provisions. We incurred charges of $9,289, $9,678, and $9,644 in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, for our defined contribution retirement plans.

Defined Benefit Pension Plan

Historically, we sponsored the Gerstenslager Plan, a frozen non-contributory pension plan which covered certain employees based on age and length of service. In August 2022, we purchased an annuity contract from a third-party insurance company to transfer approximately 31% of the total projected benefit obligation. In February 2024, we completed a similar transaction and annuitized the remaining projected benefit obligation. As a result of these transactions: 1) we incurred settlement charges of $4,774 and $8,010 during fiscal 2023 and fiscal 2024, respectively, primarily related to the reclassification of actuarial losses out of AOCI and into miscellaneous income (expense), net in our consolidated statements of earnings; 2) we were relieved of all responsibility for these pension obligations; and 3) the insurance company is now required to pay and administer benefits to the remaining beneficiaries of the Gerstenslager Plan. There wasno remaining projected benefit obligation, plan assets or net unfunded liability at May 31, 2025 and May 31, 2024. There wereno net periodic benefit costs associated with the Gerstenslager Plan in fiscal 2025. Except as noted above with regards to settlement charges in August 2022 and February 2024, net periodic benefit costs were not material during fiscal 2024 and fiscal 2023.

Note M – Income Taxes

Earnings before income taxes for the prior three fiscal years included the following components:

(1)

Net earnings attributable to noncontrolling interests are not taxable to us.

Significant components of income tax expense (benefit) for the three prior fiscal years were as follows:

A reconciliation of the federal statutory corporate income tax rate to total tax provision for the three prior fiscal years follows:

The above effective tax rate attributable to controlling interest excludes any impact from the inclusion of net earnings attributable to noncontrolling interests in our consolidated statements of earnings. The effective tax rate upon inclusion of net earnings attributable to noncontrolling interests was 26.3% for fiscal 2025. Net earnings attributable to noncontrolling interests are primarily a result of our acquisition of Halo in fiscal 2024. The earnings attributable to the noncontrolling interests in Halo do not generate tax expense to us since the investors in Halo’s operations are taxed directly based on the earnings attributable to them.

Under applicable accounting guidance, a tax benefit may be recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Any tax benefits recognized in our financial statements from such a position were measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

The total amount of unrecognized tax benefits was $1,826 as of May 31, 2025, and $3,467 as of May 31, 2024 and 2023, respectively. As of May 31, 2025, the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate attributable to controlling interest was $1,442. Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken, in a tax return, and the benefit recognized for accounting purposes. Accrued amounts of interest and penalties related to unrecognized tax benefits are recognized as part of income tax expense within our consolidated statements of earnings. As of May 31, 2025, 2024 and 2023, we had accrued liabilities of $564, $881 and $556, respectively, for interest and penalties related to unrecognized tax benefits.

A tabular reconciliation of unrecognized tax benefits follows:

Approximately $1,670 of the liability for unrecognized tax benefits is expected to be settled in the next twelve months due to the expiration of statutes of limitations in various tax jurisdictions and as a result of expected settlements with various tax jurisdictions. While it is expected that the amount of unrecognized tax benefits will change in the next twelve months, any such change is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

During the year, we filed an amended U.S. federal income tax return for fiscal year 2021 to carry back capital losses primarily generated as a result of the deconsolidation of our former Sustainable Energy Solutions segment. We have recognized an income tax receivable of approximately $15,374 related to the anticipated refund. Due to the size of the claim, the refund is subject to review by the Internal Revenue Service Joint Committee on Taxation.

The following is a summary of the tax years open to examination by major tax jurisdiction:

•

U.S. Federal -2021 and forward

•

U.S. State and Local -2021 and forward

•

Portugal -2021 and forward

•

Norway -2020 and forward

The components of our deferred tax assets and liabilities as of May 31 were as follows:

At May 31, 2025, we had tax benefits for federal NOL carry forwards of $1,636, with no expiration date, tax benefits for state net NOL carry forwards of $3,926 that expire from fiscal 2026 to fiscal 2044.

The valuation allowance for deferred tax assets of $10,477 on May 31, 2025, is associated primarily with a write-down of a prior Sustainable Energy Solutions investment, the federal NOL carry forward, and various state NOL carry forwards.

Based on our history of profitability, the scheduled reversal of deferred tax liabilities, and taxable income projections, we have determined that it is more likely than not that the remaining deferred tax assets are otherwise realizable.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Acts. Certain provisions are effective for us beginning in fiscal 2026. We do not expect the impacts from this legislation to be significant to our financial statements.

Note N – Earnings per Share

The following table sets forth the computation of basic and diluted EPS for the prior three fiscal years:

Stock options covering 99,785,46,778, and 90,570 common shares for fiscal 2025, fiscal 2024 and fiscal 2023, respectively, have been excluded from the computation of diluted EPS because the effect of their inclusion would have been anti-dilutive.

Note O – Segment Data

Our operations are organized undertwo operating segments: Consumer Products and Building Products. These operating segments correspond directly with our reportable segments, as described further below. Activity outside of ourtwo reportable segments is presented within “Other” and “Unallocated Corporate” to reconcile to our consolidated results.

Our segment structure reflects the manner in which internally reported financial information is regularly reviewed by our CODM, who is our President and CEO, to evaluate the performance and allocate resources. Operating segments are identified based on the nature of the products and services offered, the management reporting structure, similarity of economic characteristics and certain quantitative measures as prescribed by authoritative accounting guidance. The CODM evaluates segment performance and makes resource allocation decisions based on adjusted EBITDA from continuing operations. Adjusted EBITDA from continuing operations is a non-GAAP financial measure, as described in the “Use of Non-GAAP Financial Measures” section preceding Part I, Item 1 of this Form 10-K. At the reportable segment level, adjusted EBITDA from continuing operations excludes public company and other governance-related costs.

Consumer Products: Our Consumer Products segment has a diverse product offering in the tools, outdoor living and celebrations categories, including propane-filled cylinders for torches and related accessories, handheld torches, specialized hand tools and instruments, drywall tools (collectively, tools), propane-filled camping cylinders helium-filled balloon kits, and accessories and gas grills and pizza ovens sold primarily to mass merchandisers, retailers and distributors. In fiscal 2025, Consumer Products generated approximately 43% of our consolidated net sales, compared to 40% and 39% in fiscal 2024 and fiscal 2023, respectively. Approximately 28%of fiscal 2025 Consumer Products net sales was attributable to our largest customer.

Building Products: Our Building Products segment is a market-leading provider of pressurized containment solutions, providing critical components in the residential, non-residential, and repair and remodel end markets through essential categories, such as heating, cooking, cooling and water, and, through our unconsolidated joint ventures, WAVE and ClarkDietrich, ceiling suspension systems and light gauge metal framing products, respectively. Our pressurized containment solutions include refrigerant and LPG cylinders, well water and expansion tanks, and other specialty products which are generally sold to gas producers and distributors. In fiscal 2025, Building Products generated approximately 57% of our consolidated net sales, compared to 50% and 51% in fiscal 2024 and 2023, respectively.

Other: Includes the activity of our Sustainable Energy Solutions and Workhorse unconsolidated joint ventures, as well as the activity of our former Sustainable Energy Solutions operating segment, on an historical basis, through May 29, 2024, when 51% of the nominal share capital was sold triggering the deconsolidation of corresponding net assets. Upon closing, this business, as historically operated, is no longer part of our management structure and therefore is not presented separately as a reportable segment.

Unallocated Corporate: Includes certain assets and liabilities (e.g. public debt) held at the corporate level as well as general corporate expenses that are not directly attributable to our business operations and are administrative in nature, such as public company and other governance-related costs that benefit the organization as a whole, have not been allocated to our operating segments and are held at the corporate level, including direct and incremental costs incurred in connection with the Separation but not attributed to discontinued operations in fiscal 2024 and fiscal 2023.

The accounting policies of the reportable segments are described in “Note A – Summary of Significant Accounting Policies.” Inter-segment sales are not material.

The following tables present financial information for both of our reportable segments, consistent with the level of disaggregation regularly reviewed by the CODM for performance evaluation and resource allocation.

(1)

(2)

Significant pre-tax impairment charges include $50,050 in the fourth quarter of fiscal 2025 related to the write-down of intangible assets associated with GTI.

(3)

Significant pre-tax restructuring charges include $4,536 in fiscal 2025 related to an increase in the fair value of the contingent liability associated with the Ragasco earnout arrangement.

(4)

Reflects a pre-tax charge of $5,000 during the fourth quarter of fiscal 2025 to write down an investment that was determined to be other than temporarily impaired.

(5)

Reflects a non-cash impairment charge of $3,387 at the Sustainable Energy Solutions joint venture during the fourth quarter of fiscal 2025.

(1)

(2)

Significant pre-tax impairment charges include$32,203 in the fourth quarter of fiscal 2024 due to the deconsolidation of our former SES operating segment.

(3)

Significant pre-tax restructuring charges include a loss of $30,502 in the fourth quarter of fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment during the fourth quarter of fiscal 2024.

(4)

Reflects the following non-cash charges in miscellaneous expense:

•

A pre-tax charge of $11,077 during the fourth quarter of fiscal 2024 to write down an investment that was determined to be other than temporarily impaired.

•

A pre-tax charge of $8,010 during the fourth quarter of fiscal 2024 related to the completion of a pension lift-out transaction.

(5)

Includes a net gain of $2,780 associated with the divestiture of the Brazilian operations of Workhorse during the fourth quarter of fiscal 2024 and the settlement of certain participant balances within the pension plan maintained by WAVE.

(1)

(2)

Reflects a pre-tax charge of $4,774 during the fourth quarter of fiscal 2023 related to a pension lift-out transaction.

(3)

Reflects the following activity within equity income:

•

A pre-tax loss of $16,059 related to the sale of our 50% noncontrolling equity investment in ArtiFlex.

•

A net gain of $2,063 related to a sale-leaseback transaction during the fourth quarter of fiscal 2023.

Total assets for each of our reportable segments as of the end of the past two fiscal years were as follows:

The following table presents property, plant and equipment, net, by geographic region as of the end of the past two fiscal years:

The following table presents net sales by geographic region for the past three fiscal years:

The following table presents capital expenditures for each of our reportable segments for the past three fiscal years:

Note P – Acquisitions

Ragasco (fiscal 2025)

On June 3, 2024, we acquired Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The total purchase price, after adjustment for final working capital, consisted of cash consideration of $108,563, of which $11,343 was on deposit at May 31, 2024, and contingent consideration tied to calendar 2024 results with an estimated acquisition-date fair value of $7,139. The contingent liability was settled in March 2025 for approximately $11,500, resulting in a charge of $4,536 within restructuring and other expense, net. Ragasco operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition. Pro forma results, including the acquired business since the beginning of fiscal 2023, would not be materially different from reported results.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Ragasco, we identified and valued the following intangible assets:

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

Halo (fiscal 2024)

On February 1, 2024, we acquired an 80% controlling interest in Halo, a newly formed joint venture with HPG, for total cash consideration of$9,588. The remaining 20% noncontrolling interest was retained by HPG. Halo is an asset-light business with technology-enabled solutions in the outdoor cooking space with products that include Halo TM branded pizza ovens, pellet grills, griddles and other accessories. Halo is part of the Consumer Products operating segment and its operating results have been included in our consolidated statement of earnings since the date of acquisition. Pro forma results, including the acquired business since the beginning of fiscal 2023, would not be materially different than the reported results.

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

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill which will be deductible by us for income tax purposes.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Halo, we identified and valued the following intangible assets:

The following table summarizes the consideration transferred and the estimated fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, including preliminary work performed by a third-party valuation specialist, and are subject to change within the measurement period as the valuation is finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of acquired tangible assets and liabilities, identification and valuation of residual goodwill and tax effects of acquired assets and assumed liabilities.

Level5 (fiscal 2023)

On June 2, 2022, we acquired Level5, a leading provider of drywall tools and related accessories. The total purchase price was $59,321, including $2,000 attributed to an earnout agreement with the selling shareholders, that provides for up to an additional $25,000 of cash consideration should certain earnings targets be met annually through calendar year 2024. The earnout agreement also requires continued employment of a selling shareholder during the duration of the earnout period. Accordingly, payments to this key employee, to the extent earned, will be accounted for as post-combination compensation expense. As of May 31, 2024, there was no accrual recorded for anticipated payments under the third earnout period ending December 31, 2024.

Level5 is part of the Consumer Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition. Proforma results, including the acquired business since the beginning of fiscal 2022, would not be materially different from the reported results.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Level5, we identified and valued the following intangible assets:

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under applicable accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits

(investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill which will be deductible by us for income tax purposes.

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

Note Q – Derivative Instruments and Hedging Activities

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

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

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

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

We are exposed to counterparty credit risk on all of our derivative financial instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place with certain counterparties to limit our credit exposure. These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold. Our net position with these counterparties fell below the predefined threshold in fiscal 2025, fiscal 2024 and fiscal 2023. We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material.

Refer to “Note R – Fair Value Measurements” for additional information regarding the accounting treatment for our derivative financial instruments, as well as how fair value is determined.

The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in our consolidated balance sheet at May 31,2025 and 2024:

The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis where allowable under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been an increase in receivables with a corresponding increase in accounts payable of $356 and $391 at May 31,2025 and 2024, respectively.

Cash Flow Hedges

We enter into derivative financial instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions. These derivative financial instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on each of these derivative financial instruments is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative financial instrument is recognized in earnings immediately.

The following table summarizes our cash flow hedges outstanding at May 31,2025:

The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into earnings for derivative financial instruments designated as cash flow hedges during fiscal 2025 and fiscal 2024:

The estimated net amount of the gains recognized in AOCI at May 31, 2025, expected to be reclassified into net earnings within the succeeding twelve months is $849 (net of tax of $248). This amount was computed using the fair value of the cash flow hedges at May 31, 2025, and will change before actual reclassification from OCI to net earnings during fiscal 2026.

Net Investment Hedges

At May 31, 2025, we designated our Euro-denominated debt held in the U.S. with an initial notional amount of€91,700 ($99,479) as a non-derivative net investment hedge of our foreign operations in Portugal. The full principal amount is considered fully effective. We did not reclassify any gains or losses related to the net investment hedge from AOCI into earnings during any of the fiscal years presented. The foreign currency gain (loss) recognized in OCI for the non-derivative instruments designated as net investment hedges during fiscal 2025 and fiscal 2024 was $4,572 and $1,676, respectively. There wasno foreign currency gain (loss) recognized in OCI for the non-derivative instruments designated as net investment hedges during fiscal 2023.

Economic (Non-designated) Hedges

We enter into foreign currency exchange contracts to manage our foreign currency exchange rate exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment. We also enter into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative financial instruments are adjusted to current market value at the end of each period through earnings.

The following table summarizes our economic (non-designated) derivative financial instruments outstanding at May 31,2025:

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during fiscal 2025 and fiscal 2024:

Note R – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

Recurring Fair Value Measurements

At May 31,2025, our financial assets and liabilities measured at fair value on a recurring basis were as follows:

(1)

The fair value of our derivative financial instruments was based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note Q – Derivative Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.

At May 31, 2024, our financial assets and liabilities measured at fair value on a recurring basis were as follows:

(1)

The fair value of our derivative financial instruments was based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note Q – Derivative Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.

Non-Recurring Fair Value Measurements

At May 31,2025, our assets measured at fair value on a non-recurring basis were categorized as follows:

(1)

During the fourth quarter of fiscal 2025, impairment indicators were identified related to the intangible assets of GTI. The recoverability of the associated asset group was assessed using projected future cash flows, which were determined to be less than the asset group’s net book value. In accordance with applicable accounting guidance, the intangible assets were written down to their fair market value of $9,322, resulting in an impairment charge of $50,050. Refer to “Note D – Goodwill and Other Long-Lived Assets” for additional information.

(2)

Represents our minority ownership interest in the Sustainable Energy Solutions joint venture, which recognized a non-cash impairment charge during the fourth quarter of fiscal 2025. Refer to “Note C – Investments in Unconsolidated Affiliates” for additional information.

(3)

Reflects the full write-down of an investment in notes receivable that was determined to be other than temporarily impaired.

At May 31, 2024, our assets measured at fair value on a non-recurring basis were categorized as follows:

(1)

On May 29, 2024, in connection with the contribution of the net assets of the Sustainable Energy Solutions business to the newly-formed Sustainable Energy Solutions joint venture, we obtained a 49% minority ownership interest. In accordance with the applicable accounting guidance, our minority ownership interest in the Sustainable Energy Solutions joint venture was recorded at its acquisition date fair value of $31,367.

(2)

Reflects the write-down of an investment in notes receivable that was determined to be other than temporarily impaired.

The non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, deferred income taxes, net, accounts payable, short-term borrowings, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, income taxes payable and other liabilities approximate fair value due to their short-term nature. The fair value of long-term debt, including current maturities, based upon models utilizing primarily market observable (Level 2) inputs and credit risk, was $263,547 and $257,866 at May 31,2025 and 2024, respectively. The carrying amount of long-term debt was $302,868 and $298,133 at May 31,2025 and 2024, respectively.

Note S – Leases

We lease office space, warehouses, vehicles, and equipment. Leases have remaining lease terms of 1 year to 35 years, some of which have renewal and termination options. Termination options are exercisable at our option. The lease terms used to recognize ROU assets and lease liabilities include periods covered by options to extend the lease where we are reasonably certain to exercise that option and periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option.

We determine if an arrangement meets the definition of a lease at inception. Operating lease ROU assets include any initial direct costs and prepayments less lease incentives. Lease terms include options to renew or terminate the lease when it is reasonably certain we will exercise such options. As most of our leases do not include an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date, in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of goods sold or SG&A depending on the underlying nature of the leased assets.

We lease certain property and equipment from third parties under non-cancelable operating lease agreements. Certain lease agreements provide for payment of property taxes, maintenance and insurance by us. Under Topic 842, we elected the practical expedient to account for lease and non-lease components as a single component for all asset classes. Certain leases include variable lease payments based on usage or an index or rate.

The components of lease expense for fiscal 2025, fiscal 2024, and fiscal 2023 were as follows:

Other information related to our leases, as of and for the fiscal years ended May 31, 2025 and May 31, 2024, is provided below:

Future minimum lease payments for non-cancelable leases having an initial or remaining term in excess of one year at May 31, 2025, were as follows:

Note T – Related Party Transactions

In connection with the Separation, we entered into several agreements with Worthington Steel that govern our ongoing relationships, including a Trademark License Agreement, both short-term and long-term Transition Services Agreements, and a Steel Supply and Services Agreement.

Pursuant to the Steel Supply and Services Agreement, Worthington Steel manufactures and supplies to us, at reasonable market rates, certain flat rolled steel products, and will provide us with certain related support services such as design, engineering/technical services, price risk management, scrap management, steel purchasing, supply chain optimization and product rework services, and other services at our request that are ancillary to the supply of the flat rolled steel products. Purchases from Worthington Steel under this agreement for fiscal 2025 and fiscal 2024 totaled $113,400 and $65,920, respectively. Accounts payable related to these purchases were $9,099 and $9,637 as of May 31, 2025 and May 31, 2024, respectively.

We incurred direct and incremental costs associated with the Separation, including approximately $31,226 and $24,048 during fiscal 2024 and 2023, respectively, of which $18,521 and $17,514 were attributed to discontinued operations. These costs consisted primarily of third-party advisory fees and certain non-recurring employee-related costs and, to the extent not attributed to Worthington Steel, are presented as a separate component of operating expense in our consolidated statements of earnings and held at the corporate level.

Note U – Subsequent Events

On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components. The purchase price was approximately $93,000, subject to post-closing adjustments. Elgen began operating as part of our Building Products operating segment in the first quarter of fiscal 2026. We have started the process to determine the purchase price allocation for the assets and liabilities, including estimating the fair value of intangible and tangible assets. These estimates have not been completed due to the timing of the transaction.

WORTHINGTON ENTERPRISES, INC. AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

See accompanying Report of Independent Registered Public Accounting Firm.