Executive Summary & First Quarter Highlights [Recent Developments and First Quarter Highlights](index=1&type=section&id=Recent%20Developments%20and%20First%20Quarter%20Highlights) Worthington Enterprises reported strong Q1 FY26 results, with significant increases in sales, earnings, and EBITDA, driven by Building Products and the Elgen acquisition | Metric | 1Q 2026 | Change YoY | | :-------------------------- | :-------- | :--------- | | Net sales | $303.7 million | +18% | | Net earnings | $34.8 million | +45% | | Adjusted EBITDA | $65.1 million | +34% | | EPS – diluted | $0.70 | from $0.48 | | Adjusted EPS – diluted | $0.74 | from $0.50 | | Operating cash flow | $41.1 million | Flat | | Free cash flow | $27.9 million | -12% | - Repurchased **100,000** common shares for **$6.3 million**[4](index=4&type=chunk) - Declared a quarterly dividend of **$0.19** per common share[4](index=4&type=chunk) - Acquired Elgen Manufacturing, a market-leading designer and manufacturer of HVAC parts and components, for **$91.2 million** on June 18, 2025[4](index=4&type=chunk) Financial Highlights (GAAP & Non-GAAP) [Key Financial Highlights](index=2&type=section&id=Key%20Financial%20Highlights) A comparative overview of Worthington Enterprises' key GAAP and Non-GAAP financial measures for Q1 FY26 versus FY25, showing significant improvements across most profitability metrics | (U.S. dollars in millions, except per share amounts) | 1Q 2026 | 1Q 2025 | | :---------------------------------- | :-------- | :-------- | | **GAAP Financial Measures** | | | | Net sales | $303.7 | $257.3 | | Operating income (loss) | $9.2 | $(4.7) | | Earnings before income taxes | $45.7 | $30.8 | | Net earnings | $34.8 | $24.0 | | EPS – diluted | $0.70 | $0.48 | | Net cash provided by operating activities | $41.1 | $41.1 | | **Non-GAAP Financial Measures** | | | | Adjusted operating income (loss) | $11.7 | $(3.5) | | Adjusted EBITDA | $65.1 | $48.4 | | Adjusted EPS – diluted | $0.74 | $0.50 | | Free cash flow | $27.9 | $31.5 | Consolidated Quarterly Results Analysis [Net Sales](index=2&type=section&id=Net%20sales) Net sales for Q1 FY26 increased significantly, primarily due to higher volumes in Building Products, including contributions from the Elgen acquisition | Metric | 1Q 2026 | 1Q 2025 | Change | % Change | | :-------- | :-------- | :-------- | :------- | :--------- | | Net sales | $303.7M | $257.3M | +$46.4M | +18.0% | - Increase driven by higher volumes in Building Products, including contributions from Elgen[6](index=6&type=chunk) [Operating Income](index=2&type=section&id=Operating%20income%20%28loss%29) Operating income improved from a prior-year loss to a positive figure in Q1 FY26, with adjusted operating income also growing strongly due to increased Building Products volumes | Metric | 1Q 2026 | 1Q 2025 | Change | | :-------------------------- | :-------- | :-------- | :------- | | Operating income (GAAP) | $9.2M | $(4.7)M | +$13.9M | | Adjusted operating income | $11.7M | $(3.5)M | +$15.3M | - Improvement driven by higher volumes within Building Products[7](index=7&type=chunk) [Equity Income](index=2&type=section&id=Equity%20in%20net%20income%20of%20unconsolidated%20affiliates) Equity income saw an increase in Q1, primarily boosted by higher contributions from WAVE, partially offset by a decrease from ClarkDietrich | Metric | 1Q 2026 | 1Q 2025 | Change | | :------------------------------------ | :-------- | :-------- | :------- | | Equity income | $36.7M | $35.5M | +$1.2M | - WAVE contributions up **$4.5 million**[8](index=8&type=chunk) - ClarkDietrich equity earnings decreased by **$2.8 million**[8](index=8&type=chunk) [Income Tax Expense](index=2&type=section&id=Income%20tax%20expense) Income tax expense increased in Q1 FY26, reflecting higher pre-tax earnings, despite a slight decrease in the estimated annual effective tax rate | Metric | 1Q 2026 | 1Q 2025 | Change | | :---------------- | :-------- | :-------- | :------- | | Income tax expense | $10.9M | $6.8M | +$4.1M | - Increase driven by higher pre-tax earnings[9](index=9&type=chunk) - Estimated annual effective tax rate was **23.8%** in 1Q FY26, compared to **24.5%** in 1Q FY25[9](index=9&type=chunk) Balance Sheet and Cash Flow Analysis [Cash and Debt Position](index=2&type=section&id=Cash%20and%20cash%20equivalents) Cash and cash equivalents decreased significantly from the previous quarter-end, mainly due to the Elgen acquisition, while total debt saw a slight increase | Metric | August 31, 2025 | May 31, 2025 | Change | | :------------------------ | :-------------- | :------------- | :------- | | Cash and cash equivalents | $167.1M | $250.1M | $(83.0)M | | Total debt | $306.0M | $302.9M | +$3.1M | - Cash decrease driven by the purchase of Elgen[10](index=10&type=chunk) - Total debt increase due to the remeasurement of the Company's euro denominated notes[11](index=11&type=chunk) - No borrowings under its revolving credit facility, leaving **$500.0 million** available[11](index=11&type=chunk) [Operating and Free Cash Flow](index=2&type=section&id=Operating%20cash%20flow) Operating cash flow remained consistent year-over-year, but free cash flow decreased due to increased capital expenditures, particularly for facility modernization projects | Metric | 1Q 2026 | 1Q 2025 | Change | | :-------------------------- | :-------- | :-------- | :------- | | Operating cash flow | $41.1M | $41.1M | Flat | | Free cash flow | $27.9M | $31.5M | $(3.6)M | | Capital expenditures | $13.2M | $9.6M | +$3.6M | - Free cash flow decreased driven by increased capital expenditures related to ongoing facility modernization projects (**$8.6 million**)[10](index=10&type=chunk) Quarterly Segment Results [Consumer Products Segment](index=3&type=section&id=Consumer%20Products) The Consumer Products segment reported a modest increase in net sales due to a favorable product mix, largely offset by lower volumes, leading to a decline in adjusted EBITDA | Metric | 1Q 2026 | 1Q 2025 | Change | | :---------------- | :-------- | :-------- | :------- | | Net sales | $118.9M | $117.6M | +$1.3M | | Adjusted EBITDA | $16.1M | $17.8M | $(1.7)M | | Adjusted EBITDA margin | 13.6% | 15.1% | -1.5% | - Net sales increase due to favorable product mix, largely offset by lower volumes[12](index=12&type=chunk) - Adjusted EBITDA decrease primarily due to lower volumes and increased SG&A expense[12](index=12&type=chunk) [Building Products Segment](index=3&type=section&id=Building%20Products) The Building Products segment achieved substantial growth in net sales and adjusted EBITDA, driven by higher volumes and the significant contribution from the Elgen acquisition | Metric | 1Q 2026 | 1Q 2025 | Change | % Change | | :---------------- | :-------- | :-------- | :------- | :--------- | | Net sales | $184.8M | $139.7M | +$45.1M | +32.2% | | Adjusted EBITDA | $57.8M | $39.7M | +$18.1M | +45.6% | | Adjusted EBITDA margin | 31.3% | 28.4% | +2.9% | - Net sales increase driven by higher volumes and **$20.9 million** contribution from Elgen[13](index=13&type=chunk) - Adjusted EBITDA increased primarily due to volume growth in wholly owned businesses[13](index=13&type=chunk) - Quarter included **$2.2 million** in incremental expenses related to the Elgen acquisition from purchase accounting step up in inventory to fair value[13](index=13&type=chunk) Outlook [Outlook Statement](index=3&type=section&id=Outlook%20Statement) Worthington Enterprises expresses confidence in its future positioning, emphasizing the strategic benefits of the Elgen acquisition and its commitment to long-term value creation - Strong start to the fiscal year and well positioned for the future[14](index=14&type=chunk) - Elgen acquisition strengthens presence in commercial HVAC and broadens reach within the building envelope[14](index=14&type=chunk) - Backed by a strong balance sheet, consistent free cash flow, and the Worthington Business System of innovation, transformation and acquisitions[14](index=14&type=chunk) - Teams remain focused on executing strategy and delivering long-term value for customers and shareholders[14](index=14&type=chunk) Company Information & Disclosures [About Worthington Enterprises](index=3&type=section&id=About%20Worthington%20Enterprises) Worthington Enterprises is a designer and manufacturer of market-leading brands across two primary business segments, operating with a people-first philosophy and a focus on innovation and growth - Designer and manufacturer of market-leading brands that improve everyday life by elevating spaces and experiences[16](index=16&type=chunk) - Operates with two primary business segments: Building Products (heating and cooling, cooking, construction, water solutions, building systems) and Consumer Products (tools, outdoor living, celebrations)[17](index=17&type=chunk) - Headquartered in Columbus, Ohio, employing approximately **6,000** people throughout North America and Europe[18](index=18&type=chunk) - Follows a people-first Philosophy with earning money for its shareholders as its first corporate goal, achieved by empowering employees to innovate, thrive and grow[18](index=18&type=chunk) [Conference Call Details](index=3&type=section&id=Conference%20Call) Worthington Enterprises will host a conference call on September 24, 2025, to discuss its fiscal 2026 first-quarter results - The Company will review fiscal 2026 first quarter results during its quarterly conference call on September 24, 2025, at **8:30 a.m. Eastern Time**[15](index=15&type=chunk) - Details regarding the conference call can be found on the Company website at www.WorthingtonEnterprises.com[15](index=15&type=chunk) [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This statement clarifies that the release contains forward-looking statements, which are subject to inherent risks and uncertainties that could cause actual results to differ materially from projections - Selected statements constitute "forward-looking statements" reflecting current expectations, estimates or projections concerning future results or events[19](index=19&type=chunk) - Often identified by words or phrases such as "believe," "expect," "anticipate," "may," "could," "should," "would," "intend," "plan," "will," "likely," "estimate," "project," "position," "strategy," "target," "aim," "seek," "foresee" and similar words or phrases[20](index=20&type=chunk) - Inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected[21](index=21&type=chunk) - Readers are cautioned not to place undue reliance on any forward-looking statements, and the Company disclaims any obligation to update them, except as required by applicable law[23](index=23&type=chunk) Detailed Financial Statements [Consolidated Statements of Earnings](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20EARNINGS) The consolidated statements of earnings present the company's revenues, expenses, and net income for the three months ended August 31, 2025, and 2024, showing a significant increase in net earnings year-over-year | (In thousands, except per common share amounts) | Three Months Ended August 31, 2025 | Three Months Ended August 31, 2024 | | :-------------------------------------------- | :--------------------------------- | :--------------------------------- | | Net sales | $303,707 | $257,308 | | Cost of goods sold | $221,423 | $194,813 | | Gross profit | $82,284 | $62,495 | | Selling, general and administrative expense | $70,565 | $66,036 | | Restructuring and other expense, net | $2,476 | $1,158 | | Operating income (loss) | $9,243 | $(4,699) | | Equity in net income of unconsolidated affiliates | $36,657 | $35,492 | | Earnings before income taxes | $45,681 | $30,790 | | Income tax expense | $10,860 | $6,782 | | Net earnings | $34,821 | $24,008 | | Diluted Earnings per share attributable to controlling interest | $0.70 | $0.48 | | Cash dividends declared per common share | $0.19 | $0.17 | [Consolidated Balance Sheets](index=8&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheets provide a snapshot of the company's assets, liabilities, and equity as of August 31, 2025, compared to May 31, 2025, reflecting changes primarily driven by the Elgen acquisition and capital expenditures | (In thousands) | August 31, 2025 | May 31, 2025 | | :------------------------------------------------ | :-------------- | :------------- | | **Assets** | | | | Cash and cash equivalents | $167,122 | $250,075 | | Total current assets | $626,040 | $685,370 | | Investment in unconsolidated affiliates | $129,678 | $129,262 | | Goodwill | $412,304 | $376,480 | | Total property, plant and equipment, net | $286,743 | $270,226 | | Total assets | $1,738,137 | $1,695,152 | | **Liabilities and equity** | | | | Total current liabilities | $189,788 | $196,842 | | Long-term debt | $306,010 | $302,868 | | Total liabilities | $778,306 | $756,915 | | Total equity | $959,831 | $938,237 | | Total liabilities and equity | $1,738,137 | $1,695,152 | [Consolidated Statements of Cash Flows](index=9&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The consolidated statements of cash flows detail the cash generated from operating, investing, and financing activities for the three months ended August 31, 2025, and 2024, showing a decrease in overall cash and cash equivalents primarily due to investing activities | (In thousands) | Three Months Ended August 31, 2025 | Three Months Ended August 31, 2024 | | :-------------------------------------------- | :--------------------------------- | :--------------------------------- | | Net cash provided by operating activities | $41,061 | $41,146 | | Net cash used by investing activities | $(105,430) | $(88,747) | | Net cash used by financing activities | $(18,584) | $(18,077) | | Decrease in cash and cash equivalents | $(82,953) | $(65,678) | | Cash and cash equivalents at end of period | $167,122 | $178,547 | [Segment Information](index=10&type=section&id=SEGMENT%20INFORMATION) This section provides a detailed breakdown of net sales, adjusted EBITDA, and equity income for the Consumer Products and Building Products segments, highlighting the strong performance of Building Products | (Dollars in thousands) | Three Months Ended August 31, 2025 | Three Months Ended August 31, 2024 | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | **Net sales** | | | | Consumer Products | $118,938 | $117,596 | | Building Products | $184,769 | $139,712 | | Consolidated | $303,707 | $257,308 | | **Adjusted EBITDA** | | | | Consumer Products | $16,148 | $17,775 | | Building Products | $57,793 | $39,729 | | Consolidated | $65,060 | $48,437 | | **Adjusted EBITDA margin** | | | | Consumer Products | 13.6% | 15.1% | | Building Products | 31.3% | 28.4% | | Consolidated | 21.4% | 18.8% | | **Equity income by unconsolidated affiliate** | | | | WAVE | $32,386 | $27,901 | | ClarkDietrich | $5,934 | $8,744 | | Consolidated | $36,657 | $35,492 | Non-GAAP Financial Measures & Reconciliations [GAAP / Non-GAAP Reconciliations](index=10&type=section&id=GAAP%20%2F%20NON-GAAP%20RECONCILIATIONS) This section provides detailed reconciliations of non-GAAP financial measures such as Adjusted EPS, Adjusted EBITDA, and Free Cash Flow to their corresponding GAAP measures for the reported periods Consolidated Results – Adjusted Earnings per Share – Diluted | (Dollars in thousands, except per share amounts) | Three Months Ended August 31, 2025 | Three Months Ended August 31, 2024 | | :-------------------------------------------- | :--------------------------------- | :--------------------------------- | | GAAP Diluted EPS | $0.70 | $0.48 | | Restructuring and other expense, net (after tax) | $0.04 | $0.02 | | Non-GAAP Adjusted Diluted EPS | $0.74 | $0.50 | Consolidated Results – Adjusted EBITDA | (Dollars in thousands) | Three Months Ended August 31, 2025 | Three Months Ended August 31, 2024 | | :-------------------------------------------- | :--------------------------------- | :--------------------------------- | | Net earnings (GAAP) | $34,821 | $24,008 | | Interest expense, net | $63 | $489 | | Income tax expense | $10,860 | $6,782 | | EBIT | $46,071 | $31,524 | | Restructuring and other expense, net | $2,476 | $1,158 | | Adjusted EBIT | $48,547 | $32,682 | | Depreciation and amortization | $13,086 | $11,830 | | Stock-based compensation | $3,427 | $3,925 | | Adjusted EBITDA (non-GAAP) | $65,060 | $48,437 | Consolidated Results - Free Cash Flow | (Dollars in thousands) | Three Months Ended August 31, 2025 | Three Months Ended August 31, 2024 | | :-------------------------------------------- | :--------------------------------- | :--------------------------------- | | Net cash provided by operating activities (GAAP) | $41,061 | $41,146 | | Investment in property, plant, and equipment | $(13,195) | $(9,629) | | Free cash flow (non-GAAP) | $27,866 | $31,517 | | Free cash flow conversion (non-GAAP) | 75% | 125% | [Use of Non-GAAP Financial Measures and Definitions](index=12&type=section&id=USE%20OF%20NON-GAAP%20FINANCIAL%20MEASURES%20AND%20DEFINITIONS) This section explains that non-GAAP financial measures are used by management to evaluate ongoing performance, engage in financial planning, and determine incentive compensation, as they exclude items not reflective of ongoing operations - Non-GAAP financial measures typically exclude items that management believes are not reflective of, and thus should not be included when evaluating the performance of the Company's ongoing operations[39](index=39&type=chunk) - Management uses these non-GAAP financial measures to evaluate ongoing performance, engage in financial and operational planning, and determine incentive compensation[40](index=40&type=chunk) - **Adjusted operating income (loss)**: Operating income (loss) excluding restructuring and other expense, net[41](index=41&type=chunk) - **Adjusted net earnings**: Net earnings attributable to controlling interest excluding the after-tax effect of excluded items[42](index=42&type=chunk) - **Adjusted EPS - diluted**: Adjusted net earnings divided by diluted weighted-average common shares outstanding[43](index=43&type=chunk) - **Adjusted EBITDA**: Earnings before interest, taxes, depreciation, and amortization, excluding additional items like restructuring and other expense, net, and stock-based compensation[44](index=44&type=chunk) - **Adjusted EBITDA margin**: Calculated by dividing adjusted EBITDA by net sales[45](index=45&type=chunk) - **Free cash flow**: Net cash flows from operating activities less investment in property, plant, and equipment[46](index=46&type=chunk) - **Free cash flow conversion**: Free cash flow divided by net earnings[46](index=46&type=chunk) - **Exclusions from Non-GAAP Financial Measures**: Impairment charges and restructuring activities are excluded because they do not occur in the ordinary course of ongoing business operations, are unpredictable, or are non-cash[46](index=46&type=chunk)

Core Insights - Worthington Enterprises Inc. reported strong financial results for the first quarter of fiscal 2026, with significant growth in net sales and earnings compared to the previous year [4][5][6]. Financial Performance - Net sales reached $303.7 million, an increase of 18% from $257.3 million in the first quarter of fiscal 2025 [4][5]. - Net earnings rose by 45% to $34.8 million, up from $24.0 million in the prior year [5][6]. - Adjusted EBITDA grew by 34% to $65.1 million, compared to $48.4 million in the same quarter last year [5][6]. - Diluted earnings per share improved from $0.48 to $0.70, while adjusted diluted EPS increased from $0.50 to $0.74 [5][6]. Segment Performance - The Building Products segment generated net sales of $184.8 million, a 32.2% increase driven by higher volumes and contributions from the recent acquisition of Elgen, which added $20.9 million in sales [12][13]. - Consumer Products segment sales were $118.9 million, slightly up from $117.6 million, although adjusted EBITDA decreased due to lower volumes and increased expenses [12][13]. Cash Flow and Capital Expenditures - Operating cash flow remained flat at $41.1 million compared to the prior year, while free cash flow decreased by 12% to $27.9 million due to increased capital expenditures [5][10]. - The company invested approximately $13.2 million in capital expenditures, including $8.6 million for ongoing facility modernization projects [10][11]. Balance Sheet and Debt - The company ended the quarter with cash of $167.1 million, down from $250.1 million at the end of the previous quarter, primarily due to the acquisition of Elgen [10][11]. - Total debt increased to $306.0 million, all of which is long-term debt, reflecting a $3.1 million rise from the previous quarter [11]. Strategic Developments - The acquisition of Elgen Manufacturing for $91.2 million enhances Worthington's position in the commercial HVAC market and broadens its product offerings [5][14]. - The company declared a quarterly dividend of $0.19 per share, payable on December 29, 2025, to shareholders of record on December 15, 2025 [5].

Group 1 - Worthington Enterprises, Inc. is set to release its first-quarter earnings on September 23, with analysts expecting earnings of 70 cents per share, an increase from 50 cents per share in the same period last year [1] - The company projects quarterly revenue of $291.84 million, compared to $257.31 million a year earlier [1] - On June 24, Worthington reported better-than-expected fourth-quarter financial results, leading to a 2.8% increase in share price, closing at $62.75 [2] Group 2 - Goldman Sachs analyst Susan Maklari maintained a Sell rating on Worthington and raised the price target from $44 to $50 [4] - Canaccord Genuity analyst Brian McNamara maintained a Buy rating and increased the price target from $69 to $81 [4]

Core Viewpoint - Worthington Enterprises Inc. has published its annual Corporate Citizenship and Sustainability Report, highlighting its commitments and achievements in sustainability across the categories of People, Planet, Products, and Governance [1][2]. Group 1: Sustainability Achievements - The company aims to balance people, planet, and prosperity, achieving significant accomplishments in fiscal 2025 [2]. - Worthington Enterprises has reduced its environmental footprint by recycling or recovering 88% of total waste in FY25 [6]. - The company has avoided $6.05 million in costs through climate risk mitigation actions over the last three fiscal years [6]. - Worthington Enterprises contributed $3.1 million to 73 non-profit organizations, including the West Africa Clean Cooking Fund [6]. Group 2: Corporate Governance and Standards - The Corporate Citizenship and Sustainability Report was developed in accordance with Global Reporting Initiative (GRI) Standards and incorporates elements from the Task Force on Climate-related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) [3]. - Company activities align with the United Nations Sustainable Development Goals (SDGs) [3]. Group 3: Employee Engagement and Safety - The company prioritizes safety, outperforming the industry's average safety total case incident rate by 40% [6]. - An annual employee engagement survey saw participation from 85% of the workforce [6]. - The company has reinvigorated its internal safety program to foster a culture of health and well-being [6]. Group 4: Business Segments and Operations - Worthington Enterprises operates primarily in two business segments: Building Products and Consumer Products [4]. - The Building Products segment includes HVAC components, construction solutions, and water solutions, while the Consumer Products segment covers tools and outdoor living [4]. - The company employs approximately 6,000 people across North America and Europe [5].

Core Points - Worthington Enterprises Inc. will hold its quarterly earnings conference call on September 24, 2025, at 8:30 a.m. ET to discuss its fiscal first quarter results, which will be released after market close on September 23, 2025 [1][2][3] Company Overview - Worthington Enterprises is a designer and manufacturer of market-leading brands that enhance everyday life through its two primary business segments: Building Products and Consumer Products [4] - The Building Products segment includes solutions for heating and cooling, cooking, construction, and water, while the Consumer Products segment focuses on tools, outdoor living, and celebrations [4] - The company employs approximately 6,000 people across North America and Europe [5] - Founded in 1955, Worthington Enterprises follows a people-first philosophy, prioritizing shareholder earnings and community engagement through volunteer efforts and sustainability initiatives [6]

Summary of Worthington Enterprises (WOR) FY Conference Call Company Overview - Worthington Enterprises separated from its steel business in December 2023, positioning itself as a leader in building and consumer products [2][8] - The company emphasizes a "people first" culture with profit-sharing incentives for all employees [4][6] - Worthington operates in niche markets, aiming for leadership positions rather than competing in larger markets [7][8] Financial Performance - For FY 2025, Worthington reported revenues of $1.2 billion and EBITDA of $263 million, achieving an EBITDA margin of just under 23% [52][53] - The company targets long-term growth of 6% to 8%, with a goal of reaching 24% EBITDA margins over time [53][54] - Year-over-year improvement was noted from FY 2024 to FY 2025, with positive momentum heading into FY 2026 [12] Impact of COVID-19 - The pandemic initially boosted demand for home improvement products as consumers engaged in repair and remodel projects [11] - Demand patterns have since stabilized and normalized post-COVID, allowing the company to streamline operations and capture efficiencies [11][12] Joint Ventures - Worthington has significant joint ventures with Wave and Clark Dietrich, which contribute to its building products segment [13][14] - Wave generated over $100 million in free cash flow last year, while Clark Dietrich contributed around $40 million [16] - Both JVs benefit from growth in sectors such as data centers, healthcare, and education [19] Consumer Business Segments - The consumer business is divided into three segments: tools, outdoor living, and celebrations, with key brands including Coleman and Balloon Time [21][22] - The company is focused on optimizing margins and introducing innovative products to drive growth [22][38] M&A Strategy - Worthington is actively seeking acquisitions in niche markets with leadership positions and sustainable competitive advantages [41][42] - The M&A environment has been slow due to uncertainty, but there is pent-up demand for acquisitions [40][41] - The recent acquisition of Elgin enhances Worthington's exposure to the HVAC market [45][46] Tariffs and Market Conditions - Approximately 80% of Worthington's products are sourced and sold domestically, which mitigates the impact of tariffs [32][33] - The company views tariffs as potentially neutral to positive, as they can create a level playing field against foreign competitors [34] Consumer Sentiment - The current consumer sentiment is cautious, with inflation impacting spending habits [56][57] - The company believes that a healthy consumer is essential for growth, and products may see increased demand as consumers opt for DIY projects over travel [58] Conclusion - Worthington Enterprises is positioned for growth through its focus on niche markets, strong joint ventures, and a commitment to innovation and operational efficiency [8][12][38] - The company remains optimistic about future opportunities despite current market uncertainties and consumer caution [58][59]

Company Overview - Worthington Enterprises (NYSE: WOR) is a designer and manufacturer of market-leading brands that enhance everyday life by improving spaces and experiences [3] - The company operates in two primary business segments: Building Products and Consumer Products [3] - The Building Products segment includes solutions for heating and cooling, cooking, construction, and water systems, while the Consumer Products segment focuses on tools, outdoor living, and celebrations [3] - Worthington Enterprises employs approximately 6,000 people across North America and Europe [4] Leadership and Strategy - President and CEO Joe Hayek and CFO Colin Souza will participate in a fireside chat at the Canaccord Genuity 45 Annual Growth Conference on August 12, 2025 [1][2] - The discussion will focus on the company's strategies for accelerating long-term growth and shareholder value through the Worthington Business System, which emphasizes innovation, transformation, and mergers and acquisitions (M&A) [2] Corporate Philosophy and Community Engagement - Founded in 1955, Worthington Enterprises follows a people-first philosophy, prioritizing shareholder earnings as its primary corporate goal [5] - The company empowers employees to innovate and grow within attractive markets, while also engaging with local communities through volunteer efforts and workforce development programs [5]

Group 1 - Simpson Manufacturing (SSD) is a notable stock in the Construction sector, currently outperforming the sector with a year-to-date return of 8.2% compared to the sector average of 3.8% [4] - The Construction group ranks 9 within the Zacks Sector Rank, which evaluates 16 different groups based on the average Zacks Rank of individual stocks [2] - SSD holds a Zacks Rank of 2 (Buy), with a 1.5% increase in the consensus estimate for full-year earnings over the past three months, indicating positive analyst sentiment [3] Group 2 - Simpson Manufacturing is part of the Building Products - Miscellaneous industry, which consists of 30 companies and currently ranks 67 in the Zacks Industry Rank, with an average loss of 0.8% this year [5] - Worthington Enterprises (WOR), another stock in the Construction sector, has a year-to-date return of 54.5% and a Zacks Rank of 1 (Strong Buy), with a 16.2% increase in its consensus EPS estimate over the past three months [4][5] - The Building Products - Wood industry, to which Worthington Enterprises belongs, ranks 231 and has gained 8.5% this year [6]

Part I [Business](index=13&type=section&id=Item%201.%20Business) Worthington Enterprises is a leading designer and manufacturer of consumer and building products, operating through two main segments and recently separated its steel processing business - The company operates under two reportable segments: Consumer Products and Building Products, founded in 1955 and formerly known as Worthington Industries, Inc[31](index=31&type=chunk) - On December 1, 2023, the company completed the separation of its former steel processing business into Worthington Steel, Inc. (NYSE: WS), with its results now reported as discontinued operations for all prior periods[33](index=33&type=chunk)[34](index=34&type=chunk) - The company's strategy is rooted in the Worthington Business System, applying lean techniques and a disciplined approach to capital deployment, operational optimization, and strategic investments[32](index=32&type=chunk)[36](index=36&type=chunk) - Key strategic developments include the acquisition of Elgen (HVAC components, June 2025), Ragasco (composite propane cylinders, June 2024), and an 80% stake in Halo (outdoor cooking, February 2024), along with a joint venture for its Sustainable Energy Solutions business with Hexagon in May 2024[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) Segment Net Sales Contribution | Segment | FY2025 Net Sales % | FY2024 Net Sales % | FY2023 Net Sales % | | :--- | :--- | :--- | :--- | | Consumer Products | 43% | 40% | 39% | | Building Products | 57% | 50% | 51% | - The company's primary raw materials are steel, aluminum, copper, and propane, with a steel supply agreement with the newly separated Worthington Steel[64](index=64&type=chunk)[65](index=65&type=chunk) - As of May 31, 2025, the company had approximately **3,400 employees**, with its human capital strategy centered on a "people-first" culture, talent development, safety, and diversity, equity, and inclusion[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces numerous risks from operations, the recent steel business separation, and general economic conditions, including market cyclicality, raw material volatility, and cybersecurity threats - **Business & Operational Risks:** The company's sales are heavily concentrated in the consumer products and construction end markets, making it vulnerable to economic downturns, inflation, and reduced consumer confidence[79](index=79&type=chunk) - **Raw Material Risks:** Operating results can be adversely affected by volatility in the price and availability of raw materials, particularly steel, aluminum, zinc, copper, and helium, with potential inability to pass all cost increases to customers[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) - **Customer and Competition Risks:** The loss of a key customer could have an adverse effect, and the company faces intense competition on price, quality, and delivery from a variety of domestic and foreign competitors[85](index=85&type=chunk)[91](index=91&type=chunk) - **Technology Risks:** The company is subject to information system security risks, including cybersecurity breaches, and acknowledges risks associated with its increasing reliance on AI technologies, such as potential system failures, data privacy issues, and an evolving regulatory landscape[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - **Separation Risks:** The company may not realize the anticipated benefits of the Separation from Worthington Steel, and there is a risk that the transaction could fail to qualify as a tax-free reorganization, resulting in significant tax liabilities for the company and its shareholders[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - **Shareholder Influence:** John P. McConnell, former Executive Chairman, beneficially owns approximately **35% of outstanding common shares**, giving him significant influence in matters requiring a shareholder vote, including those requiring a 75% supermajority[108](index=108&type=chunk) [Unresolved Staff Comments](index=41&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[129](index=129&type=chunk) [Cybersecurity](index=41&type=section&id=Item%201C.%20Cybersecurity) Worthington Enterprises maintains a comprehensive cybersecurity risk management program overseen by the Audit Committee, focusing on threat identification, prevention, and response - The company has an enterprise risk management program that includes cybersecurity, with oversight provided by the Audit Committee, which receives quarterly updates from the CIO and CISO[130](index=130&type=chunk)[132](index=132&type=chunk) - The cybersecurity program includes threat and vulnerability management, employee education, identity and access controls, continuous monitoring by a Security Operation Center, incident response exercises, and a risk management program for critical third-party vendors[134](index=134&type=chunk) - The company has an AI governance council to review and evaluate the risks of AI technology[134](index=134&type=chunk) - During fiscal 2025, the company states that risks from cybersecurity threats have not materially affected, and are not reasonably likely to materially affect, its strategy, results of operations, or financial condition[136](index=136&type=chunk) [Properties](index=42&type=section&id=Item%202.%20Properties) The company's principal offices are in Columbus, Ohio, with over 4 million square feet of owned or leased manufacturing space, considered well-maintained and sufficient Number of Facilities by Segment (Owned & Leased) | Segment/Venture | Total Facilities | Owned | Leased | | :--- | :--- | :--- | :--- | | **Operating Segments** | | | | | Consumer Products | 4 | 2 | 2 | | Building Products | 10 | 7 | 3 | | **Consolidated JV** | | | | | Halo | 1 | 0 | 1 | | **Unconsolidated JVs** | | | | | ClarkDietrich | 15 | 2 | 13 | | Sustainable Energy Solutions | 3 | 3 | 0 | | WAVE | 7 | 2 | 5 | | Workhorse | 3 | 0 | 3 | | **Total** | **43** | **16** | **27** | [Legal Proceedings](index=43&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings but does not expect a material adverse effect on its financial position or results - The company does not believe that any current legal proceedings, individually or in aggregate, will have a material adverse effect on its business, financial position, results of operation or cash flows[140](index=140&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[141](index=141&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=45&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Worthington Enterprises' common shares trade on the NYSE under 'WOR', with a history of quarterly dividends and recent share repurchases, leaving 5.365 million shares available - The company's common shares trade on the New York Stock Exchange (NYSE) under the symbol **'WOR'**[152](index=152&type=chunk) - The company has paid a dividend every quarter since becoming a public company in 1968, but there is no guarantee this will continue, with the Board reviewing the dividend quarterly[153](index=153&type=chunk) Issuer Purchases of Equity Securities (Q4 FY2025) | Period | Total Shares Purchased | Average Price Paid | Shares Purchased as Part of Program | Maximum Shares Remaining for Purchase | | :--- | :--- | :--- | :--- | :--- | | Mar 2025 | 1,119 | $41.74 | - | 5,565,000 | | Apr 2025 | 154,097 | $47.64 | 152,000 | 5,413,000 | | May 2025 | 48,084 | $54.06 | 48,000 | 5,365,000 | | **Total** | **203,300** | **$47.81** | **200,000** | **5,365,000** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal 2025, net sales from continuing operations decreased 7.4% to **$1.15 billion**, while gross profit increased 11.9% to **$319.0 million**, and adjusted EBITDA rose to **$263.5 million**, with **$209.7 million** in operating cash flow Fiscal 2025 vs. 2024 Consolidated Results (Continuing Operations) | Metric | Fiscal 2025 | Fiscal 2024 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $1,153.8 M | $1,245.7 M | ($91.9 M) | (7.4%) | | Gross Profit | $319.0 M | $285.0 M | $34.0 M | 11.9% | | Operating Loss | ($10.7 M) | ($73.5 M) | $62.8 M | N/A | | Net Earnings from Cont. Ops. | $96.1 M | $35.2 M | $60.9 M | 173.0% | | Diluted EPS from Cont. Ops. | $1.92 | $0.70 | $1.22 | 174.3% | | Adjusted EBITDA from Cont. Ops. | $263.5 M | $251.0 M | $12.5 M | 5.0% | - The decrease in consolidated net sales was primarily due to the deconsolidation of the former Sustainable Energy Solutions operating segment on May 29, 2024, though net sales for the two reportable segments (Consumer and Building Products) increased by **3.5%** year-over-year[191](index=191&type=chunk)[195](index=195&type=chunk) - Gross margin improved to **27.6%** in FY2025 from **22.9%** in FY2024, driven by favorable product mix in both segments, contributions from the Ragasco acquisition, and the deconsolidation of the lower-margin Sustainable Energy Solutions business[192](index=192&type=chunk) - Equity income decreased by **$22.9 million** to **$144.8 million**, largely due to margin compression and lower contributions from the ClarkDietrich joint venture[198](index=198&type=chunk)[199](index=199&type=chunk) - The company recognized a **$50.1 million** impairment charge in fiscal 2025 related to the write-down of intangible assets associated with its GTI business[196](index=196&type=chunk) Cash Flow Summary (in millions) | Activity | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $209.7 | $290.0 | $625.4 | | Net cash used by investing activities | ($135.1) | ($140.8) | ($71.8) | | Net cash used by financing activities | ($68.8) | ($359.9) | ($133.1) | - Key uses of cash in fiscal 2025 included **$95.0 million** for the Ragasco acquisition, **$50.6 million** in capital expenditures, **$33.9 million** in dividends, and **$30.9 million** for share repurchases[205](index=205&type=chunk) - The company maintains a **$500.0 million** revolving credit facility, which was undrawn as of May 31, 2025, providing significant liquidity[208](index=208&type=chunk)[217](index=217&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rates, foreign currency, and commodity prices through debt structure, forward contracts, and derivatives, with minimal interest rate exposure in FY25 - **Interest Rate Risk:** Exposure is primarily from borrowing activities, managed with a mix of fixed and variable rate debt, with a hypothetical 100 basis point rate increase having no impact in fiscal 2025 as the variable-rate Credit Facility was undrawn[239](index=239&type=chunk) - **Foreign Currency Exchange Risk:** The company uses forward contracts to manage transactional exposure and has designated its Euro-denominated debt as a non-derivative hedge of its net investment in its Portuguese operations[242](index=242&type=chunk) - **Commodity Price Risk:** The company is exposed to price fluctuations in steel, natural gas, copper, zinc, and other raw materials, managing a portion of this exposure using derivative financial instruments[243](index=243&type=chunk) Fair Value of Outstanding Derivative Contracts (in millions) | Contract Type | Fair Value (Net Liability) FY2025 | Fair Value (Net Liability) FY2024 | | :--- | :--- | :--- | | Commodity contracts | ($0.0) M | $0.5 M | | Foreign currency exchange contracts | ($6.9) M | ($1.2) M | | **Total** | **($6.4) M** | **($0.5) M** | [Financial Statements and Supplementary Data](index=68&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements and notes, with KPMG LLP providing an unqualified opinion, noting sufficiency of audit evidence over equity in unconsolidated affiliates as a critical audit matter [Report of Independent Registered Public Accounting Firm](index=69&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) KPMG LLP issued an unqualified opinion on the consolidated financial statements and internal control over financial reporting, identifying sufficiency of audit evidence over equity in net income of unconsolidated affiliates as a critical audit matter - The auditor, KPMG LLP, issued an unqualified opinion, stating the financial statements are presented fairly in all material respects[251](index=251&type=chunk) - KPMG also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of May 31, 2025[252](index=252&type=chunk) - A Critical Audit Matter was identified concerning the "Sufficiency of audit evidence over equity in net income of unconsolidated affiliates," totaling **$144.8 million** in fiscal 2025, requiring subjective auditor judgment due to the nature and structure of the affiliates[256](index=256&type=chunk)[257](index=257&type=chunk) [Consolidated Financial Statements](index=71&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of **$1.70 billion** and equity of **$938.2 million** as of May 31, 2025, with fiscal 2025 net sales of **$1.15 billion** and operating cash flow of **$209.7 million** Consolidated Balance Sheet Highlights (in thousands) | Account | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $685,370 | $673,893 | | Total Assets | $1,695,152 | $1,638,637 | | Total Current Liabilities | $196,842 | $178,376 | | Long-Term Debt | $302,868 | $298,133 | | Total Liabilities | $756,915 | $747,625 | | Total Shareholders' Equity | $938,237 | $891,012 | Consolidated Statement of Earnings Highlights (in thousands) | Account | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Net Sales | $1,153,762 | $1,245,703 | $1,418,496 | | Gross Profit | $319,035 | $285,019 | $323,588 | | Operating Income (Loss) | ($10,715) | ($73,459) | $29,819 | | Net Earnings from Cont. Ops. | $94,970 | $34,980 | $125,751 | | Diluted EPS from Cont. Ops. | $1.92 | $0.70 | $2.55 | [Notes to Consolidated Financial Statements](index=78&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the Worthington Steel separation, deconsolidation of Sustainable Energy Solutions, **$144.8 million** in equity income from unconsolidated JVs, **$50.1 million** impairment charges, debt structure, and recent acquisitions - **Note B - Discontinued Operations:** The results of the separated Worthington Steel business are presented, with net sales for this discontinued operation totaling **$1.67 billion** in fiscal 2024 and **$3.50 billion** in fiscal 2023[325](index=325&type=chunk) - **Note C - Investments in Unconsolidated Affiliates:** The company holds investments in four JVs: ClarkDietrich (25%), WAVE (50%), Sustainable Energy Solutions (49%), and Workhorse (20%), which generated total equity income of **$144.8 million** in fiscal 2025[328](index=328&type=chunk)[198](index=198&type=chunk) - **Note D - Goodwill and Other Long-Lived Assets:** A pre-tax impairment charge of **$50.1 million** was recorded in Q4 FY2025 on intangible assets of the GTI business, and in FY2024, a **$32.2 million** impairment charge was recorded related to the deconsolidation of the Sustainable Energy Solutions business[340](index=340&type=chunk)[341](index=341&type=chunk) - **Note H - Debt:** As of May 31, 2025, total long-term debt was **$302.9 million**, with the company also maintaining a **$500 million** revolving credit facility, which was undrawn[349](index=349&type=chunk)[355](index=355&type=chunk) - **Note P - Acquisitions:** The company acquired Ragasco on June 3, 2024, for a total purchase price of **$108.6 million**, which added **$41.6 million** to goodwill, and an 80% interest in Halo on February 1, 2024, for **$9.6 million**[416](index=416&type=chunk)[420](index=420&type=chunk)[421](index=421&type=chunk) - **Note T - Related Party Transactions:** Following the Separation, the company has a Steel Supply and Services Agreement with Worthington Steel, with purchases under this agreement totaling **$113.4 million** in fiscal 2025[459](index=459&type=chunk) - **Note U - Subsequent Events:** On June 18, 2025, after the fiscal year-end, the company acquired Elgen, a provider of HVAC parts, for approximately **$93.0 million**[461](index=461&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=129&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable to the company - Not applicable[464](index=464&type=chunk) [Controls and Procedures](index=129&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of May 31, 2025, excluding the recently acquired Ragasco - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of May 31, 2025[466](index=466&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of May 31, 2025, with the independent auditor, KPMG LLP, also issuing an unqualified opinion on the effectiveness of internal controls[472](index=472&type=chunk)[473](index=473&type=chunk) - Management's assessment of internal control over financial reporting excluded the operations of Ragasco, which was acquired in fiscal 2025[469](index=469&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, internal controls[467](index=467&type=chunk) [Other Information](index=134&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fourth quarter of fiscal 2025 - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended May 31, 2025[484](index=484&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=135&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement - The information required by this item is incorporated by reference from the registrant's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders[488](index=488&type=chunk) [Executive Compensation](index=135&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2025 Proxy Statement - The information required by this item is incorporated by reference from the registrant's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders[492](index=492&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=135&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the 2025 Proxy Statement - The information required by this item is incorporated by reference from the registrant's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders[493](index=493&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=135&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related transactions and director independence is incorporated by reference from the 2025 Proxy Statement - The information required by this item is incorporated by reference from the registrant's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders[494](index=494&type=chunk) [Principal Accountant Fees and Services](index=135&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2025 Proxy Statement - The information required by this item is incorporated by reference from the registrant's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders[495](index=495&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=136&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements, financial statement schedule II, and a comprehensive list of exhibits, including governance documents and material contracts - This section lists the consolidated financial statements, financial statement schedules, and exhibits filed with the Form 10-K[497](index=497&type=chunk)[498](index=498&type=chunk)[499](index=499&type=chunk) - The audited financial statements of the unconsolidated affiliate, ClarkDietrich, are attached as Exhibit 99.2[502](index=502&type=chunk) [Form 10-K Summary](index=136&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for this item - None[500](index=500&type=chunk)

Core Viewpoint - Hexagon Composites ASA has fully acquired the alternative fuels business of Sustainable Energy Solutions (SES), enhancing its European presence and operational synergies [2][5]. Company Overview - SES is a prominent European supplier of high-pressure cylinders and systems for compressed gases, with its alternative fuels division, SES Composites, manufacturing composite cylinders in Poland and operating a valve assembly facility in Germany [3]. - Hexagon Composites focuses on providing safe and innovative solutions for cleaner energy, facilitating the storage, transportation, and conversion of clean energy across various applications [9]. Financial Performance - In 2024, SES Composites reported a revenue of EUR 28 million and an EBITDA of EUR 700,000 on a pro-forma basis. For 2025, projected revenue and EBITDA are expected to be EUR 33 million and EUR 2 million, respectively [5]. Transaction Details - The acquisition is valued at an Enterprise Value of EUR 11.7 million, with a preliminary net purchase price of EUR 6.1 million, to be settled partly in Hexagon Composites shares and partly in Hexagon Purus shares [6]. - Worthington will receive 2,117,851 Hexagon Composites shares (1.0% of outstanding shares) and 19,555,225 Hexagon Purus shares (4.6% of outstanding shares), resulting in a post-transaction ownership of 33.8% in Hexagon Purus [8]. Strategic Implications - The acquisition is expected to create a more focused industrial gas business for Hexagon, allowing for increased strategic focus on value creation in existing and emerging segments [4]. - The move is aligned with the ongoing energy transition in Europe, where natural gas remains a critical component [5].