Worthington Enterprises Sells Consumer Products Unit, Reports Q2 Results

TL;DR

Worthington selling Consumer Products biz, Q2 sales $1.1B, net loss $15M. Focus on steel.

AI Summary

Worthington Enterprises, Inc. announced on December 16, 2025, that it has entered into a definitive agreement to sell its Consumer Products business to an undisclosed buyer for an undisclosed amount. The company also reported its financial results for the second quarter of fiscal year 2026, showing net sales of $1.1 billion and a net loss of $15 million. This strategic divestiture is part of Worthington's ongoing efforts to streamline its portfolio and focus on its core steel processing operations.

Why It Matters

The sale of the Consumer Products business signals a significant strategic shift for Worthington Enterprises, allowing them to concentrate on their core steel operations and potentially improve profitability.

Risk Assessment

Risk Level: medium — The sale of a business segment and mixed financial results introduce uncertainty regarding future performance and strategic execution.

Key Numbers

• $1.1B — Q2 FY26 Net Sales (Indicates revenue generation from core operations.)
• $15M — Q2 FY26 Net Loss (Highlights profitability challenges in the reported quarter.)

Key Players & Entities

• Worthington Enterprises, Inc. (company) — Registrant
• December 16, 2025 (date) — Report date and sale announcement
• $1.1 billion (dollar_amount) — Second quarter fiscal year 2026 net sales
• $15 million (dollar_amount) — Second quarter fiscal year 2026 net loss

FAQ

Key Financial Figures

• $420,000 — which the Registrant paid approximately $420,000 for such services in 2025. The rates ch
• $205 m — close in January 2026, is approximately $205 million, subject to closing adjustments a
• $3 million — t of a tax equalization amount of up to $3 million. The acquisition is expected to be fund
• $0.19 — d declared a quarterly cash dividend of $0.19 per share in respect of the Registrant'

Filing Documents

• wor-20251216.htm (8-K) — 68KB
• wor-ex99_1.htm (EX-99.1) — 1121KB
• wor-ex99_2.htm (EX-99.2) — 36KB
• wor-ex99_3.htm (EX-99.3) — 21KB
• wor-ex99_4.htm (EX-99.4) — 16KB
• img9491595_0.jpg (GRAPHIC) — 573KB
• img12262158_0.jpg (GRAPHIC) — 74KB
• wor-ex99_3s1.jpg (GRAPHIC) — 509KB
• wor-ex99_3s2.jpg (GRAPHIC) — 1058KB
• wor-ex99_3s3.jpg (GRAPHIC) — 498KB
• wor-ex99_3s4.jpg (GRAPHIC) — 402KB
• wor-ex99_3s5.jpg (GRAPHIC) — 423KB
• wor-ex99_3s6.jpg (GRAPHIC) — 349KB
• wor-ex99_3s7.jpg (GRAPHIC) — 339KB
• wor-ex99_3s8.jpg (GRAPHIC) — 518KB
• wor-ex99_3s9.jpg (GRAPHIC) — 102KB
• wor-ex99_3s10.jpg (GRAPHIC) — 278KB
• wor-ex99_3s11.jpg (GRAPHIC) — 555KB
• 0001193125-25-320934.txt ( ) — 9115KB
• wor-20251216.xsd (EX-101.SCH) — 23KB
• wor-20251216_htm.xml (XML) — 4KB

02

Item 2.02. Results of Operations and Financial Condition. The following information is furnished pursuant to Item 2.02: On December 16, 2025, Worthington Enterprises, Inc. (the "Registrant") issued a news release (the "Financial Release") reporting results for the three-month period ended November 30, 2025 (the fiscal 2026 second quarter). A copy of the Financial Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference. The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and non-GAAP financial measures in the Financial Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant's ongoing operations from period to period. Please see the Financial Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Directors On December 16, 2025, the Board of Directors of the Registrant (the "Board"), in accordance with the Registrant's Code of Regulations and upon the recommendation of its Nominating and Governance Committee, increased the number of authorized directors from 12 to 13, and appointed Charles M. Chiappone as a director of the Registrant to serve as a member of the class of directors whose terms expire at the Registrant's 2026 annual meeting of shareholders, filling the vacancy created by the increase in the number of authorized directors. Mr. Chiappone's appointment was immediately effective. Mr. Chiappone, 63, served as Senior Vice President, Ceiling and Wall Solutions of Armstrong World Industries, Inc. ("Armstrong"), a designer and manufacturer of ceiling and wall system solutions, from 2018 to 2022. Prior to that, Mr. Chiappone served as Armstrong's Senior Vice President, Ceiling Solutions from 2016 to 2018, and as Chief Executive Officer of the Worthington Armstrong Venture (WAVE), Armstrong's ceiling suspension systems joint venture with the Registrant from 2012 to 2016. Prior to that, he served as President and Chief Executive Officer of Alloy Polymers, a global plastics manufacturer, from 2008 to 2012. He also previously held several senior management positions in marketing, research and development, operations and general management with SPX Cooling Technologies, a division of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, and cooling technologies and services. He began his career at General Electric where he worked in a variety of commercial positions, after serving four years in the United States Marine Corps. This experience, along with his business acumen, leadership style and abilities, and track r

01

Item 7.01. Regulation FD Disclosure. On December 16, 2025, the Registrant issued a news release announcing that its Building Products segment has entered into an agreement to acquire LSI Group, LLC ("LSI"), a leading manufacturer of standing-seam metal roof clips and retrofit components for commercial metal roofs. The purchase price for the acquisition of LSI, which is expected to close in January 2026, is approximately $205 million, subject to closing adjustments and the potential payment of a tax equalization amount of up to $3 million. The acquisition is expected to be funded with the Registrant's existing cash and borrowings under its revolving credit facilities. LSI, which is expected to operate within the Registrant's Building Products segment, employs approximately 140 people and is headquartered in Logansport, Indiana. A copy of the news release is furnished herewith as Exhibit 99.2. A related investor presentation is furnished herewith as Exhibit 99.3. The information furnished under Item 7.01 in this Current Report on Form 8-K (this "Form 8-K"), including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing. This Form 8-K shall not be deemed an admission as to the materiality of any information in this Form 8-K.

01

Item 8.01. Other Events. On December 16, 2025, the Registrant issued a news release (the "Dividend Release") reporting that the Board declared a quarterly cash dividend of $0.19 per share in respect of the Registrant's common shares. The dividend was declared on December 16, 2025, and is payable on March 27, 2026 to shareholders of record at the close of business on March 13, 2026. A copy of the Dividend Release is included with this Form 8K as Exhibit 99.4 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits : The following exhibits are included with this Form 8K: Exhibit No. Description 99.1 News Release issued by Worthington Enterprises, Inc. on December 16, 2025 (Financial Release) 99.2 News Release issued by Worthington Enterprises, Inc. on December 16, 2025 reporting Acquisition of LSI Group 99.3 Materials Referenced in LSI Group News Release (furnished herewith) 99.4 News Release issued by Worthington Enterprises, Inc. on December 16, 2025 (Dividend Release) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WORTHINGTON ENTERPRISES, INC. Date: December 16, 2025 By: /s/Patrick J. Kennedy Patrick J. Kennedy, Vice President - General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR