8-K
WORTHINGTON ENTERPRISES, INC. (WOR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): September 23, 2025 |
|---|
WORTHINGTON ENTERPRISES, INC.
(Exact name of Registrant as Specified in Its Charter)
| Ohio | 001-08399 | 31-1189815 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 200 West Old Wilson Bridge Road | ||
| Columbus, Ohio | 43085 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (614) 438-3210 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, Without Par Value | WOR | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on September 24, 2025, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the first quarter ended August 31, 2025. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “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, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures 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. The Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA margin on a trailing 12-months (“TTM”) basis. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings attributable to controlling interest. Adjusted EBITDA is calculated by adding or subtracting, as appropriate, to/from EBITDA certain items that the Registrant believes are not necessarily indicative of its operating performance, such as those listed in the table below and previously described in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on September 24, 2025. TTM adjusted EBITDA margin is calculated by dividing TTM adjusted EBITDA by net sales. The table below provides a reconciliation from net earnings (the most comparable GAAP financial measure) to adjusted EBITDA for the TTM ended August 31, 2025.
| First | Fourth | Third | Second | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Quarter | Quarter | Quarter | Quarter | |||||||
| (In thousands) | 2026 | 2025 | 2025 | 2025 | ||||||
| Net earnings (GAAP) | $ | 34,821 | $ | 3,614 | $ | 39,339 | $ | 28,009 | ||
| Plus: Net loss attributable to noncontrolling interest | 327 | 263 | 324 | 251 | ||||||
| Net earnings attributable to controlling interest | 35,148 | 3,877 | 39,663 | 28,260 | ||||||
| Interest expense (income), net | 63 | (60 | ) | 628 | 1,033 | |||||
| Income tax expense | 10,860 | 4,717 | 13,240 | 9,100 | ||||||
| EBIT (1) | 46,071 | 8,534 | 53,531 | 38,393 | ||||||
| Impairment of goodwill and long-lived assets | - | 50,813 | - | - | ||||||
| Restructuring and other expense, net | 2,476 | 1,372 | 5,374 | 2,620 | ||||||
| Non-cash settlement charges in miscellaneous expense | - | 5,000 | - | - | ||||||
| Non-recurring loss in equity income | - | 3,387 | - | - | ||||||
| Adjusted EBIT (1) | 48,547 | 69,106 | 58,905 | 41,013 | ||||||
| Depreciation and amortization | 13,086 | 12,555 | 11,950 | 11,927 | ||||||
| Stock-based compensation | 3,427 | 3,399 | 2,924 | 3,273 | ||||||
| Adjusted EBITDA (non-GAAP) | $ | 65,060 | $ | 85,060 | $ | 73,779 | $ | 56,213 | ||
| TTM adjusted EBITDA (non-GAAP) | $ | 280,112 | ||||||||
| TTM net earnings margin (GAAP) | 8.8 | % | ||||||||
| TTM adjusted EBITDA margin (non-GAAP) | 23.3 | % |
- EBIT and adjusted EBIT are non-GAAP financial measures. However, these measures are not used by management to evaluate the Registrant's performance, engage in financial and operational planning, or to determine incentive compensation. Instead, they are included as subtotals in the reconciliation of net earnings to adjusted EBITDA, which is a non-GAAP financial measure used by management.
During the conference call, the Registrant referred to free cash flow and free cash flow conversion for the TTM ended August 31, 2025. Free cash flow is a non-GAAP financial measure that management believes measures the Registrant's ability to generate cash beyond what is required for its business operations and capital expenditures. Free cash flow is calculated by subtracting investment in property, plant, and equipment from net cash provided by operating activities. Free cash flow conversion is calculated by dividing free cash flow by net earnings attributable to controlling interest. The following provides a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) to free cash flow and the calculation of operating cash flow conversion (the most comparable GAAP financial measure) and free cash flow conversion for the TTM ended August 31, 2025.
| First | Fourth | Third | Second | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter | Quarter | Quarter | Quarter | |||||||||
| (In thousands) | 2026 | 2025 | 2025 | 2025 | ||||||||
| Net cash provided by operating activities (GAAP) | $ | 41,061 | $ | 62,414 | $ | 57,131 | $ | 49,053 | ||||
| Investment in property, plant and equipment | (13,195 | ) | (13,086 | ) | (12,704 | ) | (15,161 | ) | ||||
| Free cash flow (non-GAAP) | $ | 27,866 | $ | 49,328 | $ | 44,427 | $ | 33,892 | ||||
| TTM net cash provided by operating activities (GAAP) | $ | 209,659 | ||||||||||
| TTM free cash flow (non-GAAP) | $ | 155,513 | ||||||||||
| TTM net earnings attributable to controlling interest (GAAP) | $ | 106,948 | ||||||||||
| TTM adjusted net earnings attributable to controlling interest (Non-GAAP) | $ | 165,917 | ||||||||||
| TTM operating cash flow conversion (GAAP) | 196 | % | ||||||||||
| Free cash flow conversion (Non-GAAP) (1) | 94 | % |
During the conference call, the Registrant referred to the ratio of net debt to TTM adjusted EBITDA, which is a non-GAAP financial measure that is used by the Registrant as a measure of leverage. Net debt to TTM adjusted EBITDA is calculated by subtracting cash and cash equivalents from total debt (defined as the aggregate of short-term borrowings, current maturities of long-term debt and long-term debt) and dividing the sum by TTM adjusted EBITDA. The calculation of net debt to adjusted EBITDA for the TTM ended August 31, 2025, along with a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) is outlined below.
| First | Fourth | Third | Second | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter | Quarter | Quarter | Quarter | |||||||||
| 2026 | 2025 | 2025 | 2025 | |||||||||
| Net cash provided by operating activities (GAAP) | $ | 41,061 | $ | 62,414 | $ | 57,131 | $ | 49,053 | ||||
| Adjustments: | ||||||||||||
| Changes in assets and liabilities, net of impact of acquisitions | 13,029 | 4,151 | (6,738 | ) | 5,329 | |||||||
| Interest expense (income), net | 63 | (60 | ) | 628 | 1,033 | |||||||
| Income tax expense | 10,860 | 4,717 | 13,240 | 9,100 | ||||||||
| Impairment of long-lived assets | - | (50,813 | ) | - | - | |||||||
| Benefit from (provision for) deferred income taxes | (2,958 | ) | 7,568 | 8,016 | (2,682 | ) | ||||||
| Impairment of investment in note receivable | (5,000 | ) | - | - | ||||||||
| Bad debt (expense) benefit | 21 | 31 | (1,128 | ) | (2,069 | ) | ||||||
| Equity in net income of unconsolidated affiliates, net of distributions | 181 | 2,041 | (3,089 | ) | (4,268 | ) | ||||||
| Net gain (loss) on sale of assets | - | (824 | ) | 21 | 508 | |||||||
| Non-cash restructuring and other expense | - | - | - | (2,662 | ) | |||||||
| Less: noncontrolling interest | 327 | 263 | 324 | 251 | ||||||||
| EBITDA (Non-GAAP) (1) | $ | 62,584 | $ | 24,488 | $ | 68,405 | $ | 53,593 | ||||
| Adjustments: | ||||||||||||
| Impairment of long-lived assets | - | 50,813 | - | - | ||||||||
| Restructuring and other expense, net | 2,476 | 1,372 | 5,374 | 2,620 | ||||||||
| Impairment of investment in note receivable | - | 5,000 | - | - | ||||||||
| Non-recurring loss in equity income | - | 3,387 | - | - | ||||||||
| Adjusted EBITDA (Non-GAAP) (1) | $ | 65,060 | $ | 85,060 | $ | 73,779 | $ | 56,213 |
- Excludes the impact of noncontrolling interest.
| August 31, | ||
|---|---|---|
| (In thousands) | 2025 | |
| Long-term debt | $ | 306,010 |
| Less: cash and cash equivalents | 167,122 | |
| Net debt | $ | 138,888 |
| TTM adjusted EBITDA (non-GAAP) | $ | 280,112 |
| Net debt to TTM adjusted EBITDA (non-GAAP) | 0.50 |
Additional non-GAAP financial measures referred to by the Registrant on the conference call, including reconciliations to the most comparable GAAP financial measures, are included in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on September 23, 2025. Such Exhibit 99.1 includes a copy of the Registrant’s news release issued on September 23, 2025 (the “Financial News Release”) reporting results for the three-month ended August 31, 2025. The Financial News Release was made available on the Registrant’s website throughout the conference call and will remain available on the Registrant’s website for at least one year.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of the Registrant held on September 23, 2025 (the "Annual Meeting"), the shareholders of the Registrant approved the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors (the “Plan”). The Plan will be administered by the Registrant’s Board of Directors (the “Board”). Eligibility to participate in the Plan is limited to non-employee directors of the Registrant.
Subject to adjustment as described in the Plan, the Plan provides that a maximum of 1,000,000 common shares may be granted under the Plan.
If any common shares subject to any award under the Plan are forfeited or withheld for taxes, any award terminates or expires unexercised or any award is settled for cash or other property or exchanged for other awards, the common shares subject to such award will again be available for grant pursuant to the Plan.
Under the Plan, the Committee may grant the following types of awards: (a) stock options; (b) stock appreciation rights, in tandem with non-qualified stock options or free-standing; (c) restricted common shares; (d) restricted stock units; and (e) other awards of common shares or awards valued in whole or in part by reference to, or otherwise based upon, common shares or other property.
The Plan became effective upon approval of the Plan by the Registrant’s shareholders on September 23, 2025 and will remain in effect until terminated by the Board. The Board may amend, terminate or suspend the Plan or any outstanding award at any time except to the extent that such amendment, alteration, or discontinuation would (a) impair the rights of a participant under an award previously granted, without the participant’s consent, or (b) require shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule,
The foregoing description of the Plan is qualified in its entirety by reference to the complete terms of the Plan, which is included with this Form 8-K as Exhibit 10.1 and incorporated herein by this reference. A description of the material terms of the Plan was included in the Registrant’s definitive Proxy Statement for the Annual Meeting as filed with the Securities and Exchange Commission on August 13, 2025.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Registrant held the Annual Meeting on September 23, 2025. At the close of business on July 29, 2025, the record date for the Annual Meeting, there were a total of 49,793,529 common shares of the Registrant outstanding and entitled to vote. At the Annual Meeting, the holders of 44,652,456 shares (in excess of 89%) of the Registrant’s common shares outstanding on the record date were represented by proxy, constituting a quorum.
The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows:
Proposal 1 — Election of Directors
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|
| Kerrii B. Anderson | 40,294,598 | 929,157 | 37,569 | 3,391,134 |
| David P. Blom | 37,277,366 | 3,938,647 | 45,311 | 3,391,134 |
| Paul G. Heller | 41,006,436 | 204,368 | 50,520 | 3,391,134 |
| Billy R. Vickers | 38,629,646 | 1,575,988 | 55,690 | 3,391,134 |
At the Annual Meeting, the shareholders of the Registrant elected each of Ms. Anderson, Mr. Blom, Mr. Heller and Mr. Vickers as a director of the Registrant for a three-year term, expiring at the Annual Meeting of Shareholders occurring in 2028.
Proposal 2 — Advisory Vote to Approve the Compensation of the NEOs
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 38,981,483 | 2,206,173 | 73,668 | 3,391,134 |
At the Annual Meeting, the shareholders of the Registrant approved the advisory resolution to approve the compensation of the Registrant’s named executive officers, as described in the Registrant’s proxy statement for the Annual Meeting.
Proposal 3 — Approve the 2025 Equity Plan for Non-Employee Directors.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 37,803,028 | 3,405,411 | 52,885 | 3,391,134 |
At the Annual Meeting, the shareholders of the Registrant approved the proposal to approve the Plan.
Proposal 4 — Ratification of the Selection of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 44,256,923 | 351,334 | 44,201 |
At the Annual Meeting, the shareholders of the Registrant ratified the selection of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending May 31, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are included with this Form 8‑K:
| Exhibit No. | Description |
|---|---|
| 10.1 | Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors† |
| 99.1 | Transcript of Worthington Enterprises, Inc. Earnings Conference Call for First Quarter of Fiscal 2026 (Fiscal Quarter ended August 31, 2025), held on September 24, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Indicates a management contract or compensatory plan or arrangement
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: | September 26, 2025 | By: | /s/Patrick J. Kennedy |
| Patrick J. Kennedy, Vice President - <br>General Counsel and Secretary |
EX-10.1
Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors
Purpose. The purposes of the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors (this “Plan”) are to align the interests of Non-Employee Directors of Worthington with those of Worthington’s shareholders and to provide Non-Employee Directors with incentives to contribute to the Company’s future success, thus enhancing the value of the Company for the benefit of Worthington’s shareholder. This Plan is effective on the Effective Date. Capitalized terms used and not otherwise defined in this Plan have the meanings ascribed to them in Section 15 hereof.
Administration. This Plan shall be administered by the Board. The Board shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of this Plan as may from time to time be adopted by the Board, to: (a) select the Non-Employee Directors to whom Awards may from time to time be granted hereunder; (b) determine the type or types of Award to be granted to each Participant hereunder; (c) determine the number of Shares to be covered by each Award granted hereunder; (d) determine the terms and conditions, not inconsistent with the provisions of this Plan, of any Award granted hereunder; (e) determine whether, to what extent and under what circumstances Awards may be settled in Shares or canceled or suspended; (f) interpret and administer this Plan and any instrument or agreement entered into under this Plan; (g) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this Plan; and (h) make any other determination and take any other action that the Board deems necessary or desirable for the administration of this Plan. Decisions of the Board shall be final, conclusive and binding upon all Persons, including the Company, any Participant and any shareholder. A majority of the members of the Board may determine its actions and fix the time and place of its meetings. The Board, in its sole discretion, may delegate any duties associated with this Plan to any person that it deems appropriate, except that the Board may not delegate any duties that the Board is required to discharge to comply with applicable laws and regulations.
Duration and Shares.
a. Term. This Plan shall remain in effect until terminated by the Board.
b. Shares Subject to this Plan. The maximum number of Shares in respect of which Awards may be granted under this Plan, subject to adjustment as provided in Section 3(c) of this Plan, shall be equal to 1,000,000. Notwithstanding the foregoing, no Participant may be granted Awards in any one calendar year with respect to more than 10,000 Shares.
For the purpose of computing the total number of Shares available for Awards under this Plan, there shall be counted against the foregoing limitations the number of Shares subject to issuance upon exercise or settlement of Awards. Shares which were previously subject to Awards shall again be available for Awards under this Plan if any such Awards are forfeited, terminated, expire unexercised, settled in cash or property other than Shares or exchanged for other Awards including any withholding or surrender of Shares to pay taxes (to the extent of such forfeiture, termination, withholding, surrender or expiration of such Awards), or if the Shares subject thereto can otherwise no longer be issued. Any Shares which are used as full or partial payment to Worthington by a Participant of the option price of Shares upon exercise of an Option shall again be available for Awards under this Plan.
Shares which may be issued under this Plan may be either authorized and unissued Shares or issued Shares which have been reacquired by Worthington. No fractional Shares shall be issued under this Plan.
c. Changes in Shares. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin off, exchange of shares or similar transaction or other change in corporate structure or capitalization affecting the Shares or the price thereof, such adjustments and other substitutions shall be made to this Plan and to the Awards as the Board in its sole discretion deems equitable or appropriate, including without limitation such adjustments in the aggregate number, class and kind of Shares which may be delivered under this Plan, in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of Shares subject to outstanding Options, Stock Appreciation Rights or other Awards granted under this Plan, and in the number, class and kind of Shares subject to Awards granted under this Plan (including, if the Board deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Board may determine to be appropriate in its sole discretion, provided that the number of Shares or other securities subject to any Award shall always be a whole number. Any
adjustment made pursuant to this Section 3(c) shall be made consistent with the requirements of Section 409A of the Code, to the extent applicable.
d. Prohibition on Repricing. Except for adjustments made pursuant to Section 3(c) of this Plan, in no event may the Board, without obtaining the approval of Worthington’s shareholders: (a) amend the terms of an outstanding Award to reduce the option price of an outstanding Option or the grant price of an outstanding Stock Appreciation Right; (b) cancel an outstanding Option or Stock Appreciation Right in exchange for Options or Stock Appreciation Rights with an option price or grant price, as applicable, that is less than the option price or grant price of the original Option or Stock Appreciation Right; (c) cancel an outstanding Option or Stock Appreciation Right with an option price or grant price, as applicable, which is above the current Fair Market Value of the Shares underlying the Option or Stock Appreciation Right in exchange for another Award, cash or other securities; (d) take any other action that is treated as a “repricing” under generally accepted accounting principles; or (e) take any other action that has the effect of “repricing” an Award, as defined under the rules of the securities exchange or other recognized market or quotation system on which the Shares are then listed or traded.
Eligibility. Any Non-Employee Director shall be eligible to be selected as a Participant.
Options. Options may be granted hereunder to Participants, either alone or in addition to other Awards granted under this Plan. Any Option granted under this Plan shall be evidenced by an Award Agreement in such form as the Board may from time to time approve. Any such Option shall be subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Board shall deem desirable. The provisions of Options need not be the same with respect to each Participant.
a. Option Price. The option price per Share purchasable upon exercise of an Option shall be determined by the Board in its sole discretion; provided that such option price shall not be less than the Fair Market Value of the Share on the date of the grant of the Option.
b. Option Period. Subject to Section 12(b), the term of each Option shall be fixed by the Board in its sole discretion.
c. Exercisability. Options shall be exercisable at such time or times as determined by the Board.
d. Method of Exercise. Subject to the other provisions of this Plan and any applicable Award Agreement, any Option may be exercised by the Participant in whole or in part at such time or times, and the Participant may make payment of the option price in such form or forms, including, without limitation, payment by delivery of cash, Shares already owned by the Participant or other consideration (including, where permitted by law, by delivery or surrender of outstanding vested and exercisable Awards, including through the withholding of Shares which would otherwise be issued in connection with the exercise of a vested and exercisable Option), having a Fair Market Value on the exercise date equal to the total option price, or by any combination of cash, Shares and other consideration unless the Board may otherwise specify in the applicable Award Agreement.
- Stock Appreciation Rights. Stock Appreciation Rights may be granted hereunder to Participants, either alone or in addition to other Awards granted under this Plan, and may, but need not, relate to a specific Option granted under Section 5. Any Stock Appreciation Right granted under this Plan shall be evidenced by an Award Agreement in such form as the Board may from time to time approve. Any such Stock Appreciation Right shall be subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Board shall deem desirable. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant.
a. Term. Subject to Section 12(b), the term of each Stock Appreciation Right shall be fixed by the Board in its sole discretion.
b. Exercisability. Each Stock Appreciation Right shall be exercisable at such time or times as determined by the Board.
c. Method of Exercise. Subject to the other provisions of this Plan and any applicable Award Agreement, any Stock Appreciation Right may be exercised by the Participant in whole or in part at such time or times.
- Restricted Stock and Restricted Stock Units.
a. Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Board, at any time and from time to time, may grant Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Board shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the Grant Date.
b. Restricted Stock or Restricted Stock Unit Award Agreement. Each Award of Restricted Stock and/or Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the restriction period, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Board shall determine which are not inconsistent with the terms of this Plan.
c. Other Conditions and Restrictions. The Board may impose such other conditions and/or restrictions on any Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable or desirable. Such conditions and restrictions may include, but shall not be limited to, a requirement that the Participant pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, acceleration of a restriction period based on the achievement of performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Board upon vesting of such Restricted Stock or Restricted Stock Units.
Restricted Stock Units shall be settled in cash, Shares, or a combination of cash and Shares as the Board, in its sole discretion shall determine.
d. Registration. Any Restricted Stock issued hereunder may be evidenced in such manner as the Board in its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Stock awarded under this Plan, such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award.
To the extent deemed appropriate by the Board, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Restricted Stock have been satisfied or lapse. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Restricted Stock Award have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations).
e. Rights. Unless otherwise determined by the Board and set forth in a Participant’s Award Agreement, a Participant receiving a Restricted Stock Award will have, with respect to the Restricted Stock, all of the rights of a shareholder of the Company holding the class of Shares that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any dividends paid on Restricted Stock. Any dividends paid on the Restricted Stock will be subject to the same restrictions that apply to the Restricted Stock with respect to which the dividend was paid.
A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. A Participant shall have no dividend rights with respect to any Restricted Stock Units granted hereunder unless the Participant is also granted Dividend-Equivalent Rights. Any Participant selected by the Board may be granted Dividend-Equivalent Rights in connection with any Award other than an Option or SAR based on the dividends declared on Shares that are subject to the Award to which they relate, to be accrued as of dividend payment dates, during the period between the date the Award is granted and the date the Award vests or expires, as determined by the Board. Such Dividend-Equivalent Rights shall be converted to cash or Shares by such formula and at such time and subject to such limitations as may be determined by the Board. Notwithstanding the foregoing or any provision of this Plan to the contrary, if any Award for which Dividend-Equivalent Rights have been granted has its vesting or grant dependent upon the satisfaction of (i) a service condition, (ii) one or more performance conditions, or (iii) both a service condition and one or more performance conditions, then such Dividend-Equivalent Rights shall be subject to the same performance conditions and service conditions, as applicable, as the underlying Award. For purposes of clarity, no amount shall be paid or settled in connection with a Dividend-Equivalent Right until the underlying Award is paid or settled.
f. Section 83(b) Election. The Board may provide in an Award Agreement that any Restricted Stock Award is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to promptly file a copy of such election with the Company.
- Unrestricted Stock and Other Awards.
a. Other Stock Awards Administration. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares (collectively, “Other Stock Unit Awards”) may be granted hereunder to Participants, either alone or in addition to other Awards granted under this Plan. Other Stock Unit Awards may be paid in Shares, cash or any other form of property as the Board shall determine.
b. Terms and Conditions. Other Stock Unit Awards granted under this Section 8 may be issued for such consideration as determined by the Board in its sole discretion. Shares (including securities convertible into Shares) purchased pursuant to a purchase right awarded under this Section 8 shall be purchased for such consideration as the Board shall in its sole discretion determine, which shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is awarded. The terms and conditions and other provisions with respect to Other Stock Unit Awards shall be determined by the Board. The provisions of Other Stock Unit Awards need not be the same with respect to each Participant.
- Change in Control Provisions.
a. Impact of Event. Notwithstanding any other provision of this Plan to the contrary, but subject to the provisions of Section 9(b), in the event of a Change in Control:
i. Any Options and Stock Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; provided, that in the case of a Participant holding a Stock Appreciation Right who is subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable unless it shall have been outstanding for at least six months at the date such Change in Control is determined to have occurred. Any Option and Stock Appreciation Right outstanding on the date of such Change in Control shall either (A) be adjusted to maintain the intrinsic value of the Award on the date of the Change in Control as described in Section 3(c), or (B) cash out the intrinsic value of the Option and Stock Appreciation Right by treating the Award as if it had been exercised on the date of the Change in Control.
ii. The restrictions applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant.
iii. The restrictions and other conditions applicable to Restricted Stock Units, any Other Stock Unit Awards or any other Awards shall lapse, and such Other Stock Unit Awards or such other Awards shall become free of all restrictions or conditions and become fully vested and transferable to the full extent of the original grant.
b. Successors. All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business, equity and/or assets of the Company. All obligations imposed upon a Participant, and all rights granted to the Company hereunder, shall be binding upon each Participant’s heirs, legal representatives, and successors.
-
Amendments and Termination. The Board may amend, alter or discontinue this Plan or any outstanding Award, but no amendment, alteration, or discontinuation shall be made \(a\) that would impair the rights of a Participant under an Award theretofore granted, without the Participant’s consent, or \(b\) without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule. General Provisions.
a. No Assignment. Unless the Board determines otherwise at the time the Award is granted, no Award, and no Shares subject to Awards which have not been issued or as to which any applicable restriction has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution. Each Award shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. For purposes of clarity, Shares issued in connection with an Award are freely transferable once all applicable restrictions have lapsed.
b. Beneficiary Designation. Each Participant may name a beneficiary or beneficiaries (who may be named contingently or successively) to receive or to exercise any vested Award that is unpaid or unexercised at the Participant’s death. Unless otherwise provided in the beneficiary designation, each designation made will revoke all prior designations made by the same Participant, must be made on a form prescribed by the Board and will be effective only when filed in writing with the Board. If a Participant has not made an effective beneficiary designation, the deceased Participant’s beneficiary will be his or her surviving spouse or, if none, the deceased Participant’s estate. The identity of a Participant’s designated beneficiary will be based only on the information included in the latest beneficiary designation form completed by the Participant and will not be inferred from any other evidence.
c. Term of Awards. The term of each Award shall be for such period of months or years from the date of its grant as may be determined by the Board; provided that in no event shall the term of any Option or Stock Appreciation Right exceed a period of 10 years from the date of its grant.
d. No Right to Award. No Non-Employee Director or Participant shall have any claim to be granted any Award under this Plan and there is no obligation for uniformity of treatment of Non-Employee Directors or Participants under this Plan.
e. No Right to Continued Service. Neither the adoption of this Plan nor the granting of any Award shall confer upon any Non-Employee Director the right to continue to serve as a Director.
f. Written Agreement Required. The prospective recipient of any Award under this Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a fully executed copy thereof to Worthington, and otherwise complied with the then applicable terms and conditions.
g. Adjustments. The Board shall be authorized to make adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Board may correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event Worthington shall assume outstanding employee benefit awards or the right or obligation to make future awards in connection with the acquisition of another corporation or business entity, the Board may, in its discretion, make such adjustments in the terms of Awards under this Plan as it shall deem appropriate.
h. Cancellations and Forfeitures. The Board shall have full power and authority to determine whether, to what extent, and under what circumstances, any Award shall be canceled or suspended.
Unless otherwise provided in an Award Agreement, if a Participant terminates service as a Non-Employee Director in connection with the Participant’s death or Disability, all of the Participant’s outstanding Awards shall become full vested as of the termination date and the outstanding Options and Stock Appreciation Rights may be exercised at any time before the earlier of (i) the last day of the applicable exercise period and (ii) the third anniversary of the termination date.
In particular, but without limitation, all outstanding Awards to any Participant shall be canceled if the Participant, without the consent of the Board, becomes associated with, employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined by the Board), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Board.
To the maximum extent permitted by applicable law, in the event a Participant terminates his or her service as a Non-Employee Director for any reason whatsoever, and within 18 months after the date thereof becomes associated with, employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined by the Board), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Board, the Board, in its sole discretion, may require such Participant to return to the Company the economic value of any Award which is realized or obtained (measured at the date of exercise) by such Participant at any time during the period beginning on that date which is six months prior to the date of such Participant’s termination of service as a Non-Employee Director.
i. Securities Laws Restrictions. No Shares shall be issued under this Plan unless counsel for Worthington shall be satisfied that such issuance will be in compliance with applicable federal and state securities laws. All certificates for Shares delivered under this Plan pursuant to any Award shall be subject to such share transfer orders and other restrictions as the Board may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
j. Withholding. The Company will withhold or collect any amount required to be remitted by the Company in advance payment of any taxes associated with the vesting, exercise or settlement of any Award. This amount may be (a) withheld from other amounts due to the Participant, (b) withheld from the value of any Award being settled or any Shares being transferred in connection with the exercise or settlement of an Award or from any compensation or other amount owing to the Participant or (c) collected directly from the Participant.
k. Other Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is otherwise required, and such arrangements may be either generally applicable or applicable only in specific cases.
l. Applicable Law. The validity, construction, and effect of this Plan and any rules and regulations relating to this Plan shall be determined in accordance with the laws of the State of Ohio and applicable Federal law.
m. Invalid Provisions. If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan, it shall be stricken and the remainder of this Plan shall remain in full force and effect.
n. Clawback. Any Award issued under this Plan will be subject to any clawback policy developed by the Board, whether such Award was granted before or after the effective date of any such clawback policy.
Effective Date of this Plan. This Plan became effective on the Effective Date.
Definitions. As used in this Plan, the following terms shall have the meanings set forth below:
a. “Acquiring Person” shall mean any Person (any individual, firm, corporation or other entity) who or which, together with all Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of 25% or more of the Shares then outstanding.
b. “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act
c. “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Other Stock Unit Award or any other right, interest, or option relating to Shares granted pursuant to the provisions of this Plan.
d. “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award granted by the Board hereunder.
e. “Board” shall mean the Board of Directors of Worthington.
f. A “Change in Control” shall have occurred when any Person (other than (i) the Company, (ii) any employee benefit plan of the Company or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) any current or former employee of the Company who, on the Effective Date of this Plan, owned in excess of 10% of the outstanding shares of Worthington and the respective successors, executors, legal representatives, heirs and legal assigns of such Person), alone or together with its Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of 25% or more of the Shares then outstanding; provided, however, that with respect to any Award subject to Section 409A of the Code that is settled or distributed upon the occurrence of a Change in Control, no settlement or distribution of such Award shall be made unless the Change in Control also constitutes a “change in control event” within the meaning of Section 409A of the Code.
g. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
h. “Company” shall mean Worthington and its subsidiaries, direct and indirect. Subsidiaries of Worthington shall include (i) any entity of which Worthington owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock, if the entity is a corporation, or of the capital or profits interests, if the entity is a partnership or another form of entity and (ii) any other entity in which Worthington has a 20% or greater direct or indirect equity interest and which is designated as a “Subsidiary” by the Board for purposes of this Plan; provided, however, that with respect to any Award that is subject to Section 409A of the Code, “Company” shall mean Worthington and its subsidiaries with whom Worthington would be considered a single employer under Sections 414(b) and (c) of the Code, but modified as permitted by Treasury Regulation §1.409A-1(b)(5)(iii)(E)(1).
i. “Disability” shall mean, unless otherwise specified in the associated Award Agreement, (A) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (B) the Participant is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.
j. “Effective Date” shall mean September 23, 2025.
k. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
l. “Fair Market Value” means the value of one Share on any relevant date, determined under the following rules:
i. If the Shares are traded on an exchange or recognized market or quotation system on which “closing prices” are reported, the reported “closing price” on the relevant date, if it is a trading day, otherwise on the next trading day;
ii. If the Shares are traded over-the-counter with no reported closing price, the mean between the highest bid and the lowest asked prices on the relevant date, if it is a trading day, otherwise on the next trading day; or
iii. If neither subsections (i) or (ii) of this definition apply, the fair market value as determined by the Board in good faith and consistent with any applicable provisions under the Code, except with respect to Options and SARs, in which event the fair market value as determined by the reasonable application of a reasonable valuation method taking into account all information material to the value of the Company satisfying the requirements of Section 409A of the Code.
m. “Non-Employee Director” shall mean a Person who, on an applicable Grant Date, (i) is an elected member of the Board (or has been appointed to the Board to fill an unexpired term and will continue to serve at the expiration of that term only if elected by shareholders) and (ii) is not a Person who performs services for the Company as a common-law employee. A Person’s status as a Non-Employee Director will be determined as of the Grant Date of each Award made to that Person in accordance with Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the Exchange Act or any successor definition adopted by the Securities and Exchange Commission.
n. “Option” shall mean any right granted to a Participant under this Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Board shall determine.
o. “Other Stock Unit Award” shall mean any right granted to a Participant by the Board pursuant to Section 9 hereof.
p. “Participant” shall mean an Non-Employee Director who is selected by the Board to receive an Award under this Plan.
q “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, limited liability company, other entity or government or political subdivision thereof.
r. “Prior Plan” shall mean the Worthington Industries Inc. 2006 Equity Incentive Plan for Non-Employee Directors, as amended.
s. “Restricted Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge, or assign such Share and with such other restrictions as the Board, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Board may deem appropriate.
t. “Restricted Stock Award” shall mean an award of Restricted Stock under Section 7 hereof.
u. “Shares” shall mean the common shares, without par value, of Worthington and such other securities of Worthington as the Board may from time to time determine.
v. “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 6 hereof to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Board in its sole discretion, which, other than in the case of substitute Awards, shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made in cash, Shares, other property, or any combination thereof, as the Board, in its sole discretion, shall determine.
w. “Treasury Regulations” means any regulations promulgated by the Department of Treasury and/or Internal Revenue Service under the Code.
x. “Worthington” shall mean Worthington Enterprises, Inc., an Ohio corporation.
- Section 409A of the Code. This Plan is intended to comply with or be exempt from the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, as applicable, and shall be interpreted, administered and operated accordingly. Nothing in this Plan should be construed as a guarantee or entitlement of any particular tax treatment to a Participant. None of the Company, the Board or any other Person shall any liability with respect to any Participant in the event this Plan fails to comply with the requirements of Section 409A of the Code.
EX-99.1
TRANSCRIPT
09 – 24 - 2025
Worthington Enterprises Inc.
2026 Q1 Earnings
TOTAL PAGES: 20
Worthington Enterprises Inc
2026 Q1 Earnings
CORPORATE SPEAKERS:
Marcus Rogier
Worthington Enterprises Inc; Treasurer and Investor Relations Officer
Joseph Hayek
Worthington Enterprises Inc; President and Chief Executive Officer
Colin Souza
Worthington Enterprises Inc; Chief Financial Officer
PARTICIPANTS:
Kathryn Thompson
TRG; Analyst
Dan Moore
CJS Securities; Analyst
Brian McNamara
Canaccord Genuity; Analyst
Susan Maklari
Goldman Sachs; Analyst
Walter Liptak
Seaport Research; Analyst
PRESENTATION:
Operator: Good morning and welcome to the Worthington Enterprises First Quarter Fiscal 2026 Earnings Conference Call. (Operator Instructions) This conference is being recorded at the request of Worthington Enterprises. If anyone objects, you may disconnect at this time.
I'd now like to introduce Marcus Rogier, Treasurer and Investor Relations Officer. Mr. Rogier, you may begin.
Marcus Rogier: Thank you, [Rob]. Good morning, everyone. Thank you for joining us for Worthington Enterprises’ First Quarter Fiscal 2026 Earnings Call. On the call today are Joe Hayek, our President and Chief Executive Officer, and Colin Souza, our Chief Financial Officer.
Before we begin, I'd like to remind everyone that certain statements made during today's call are forward-looking in nature and subject to risks and uncertainties that
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2026 Q1 Earnings
could cause actual results to differ materially from those expressed or implied. For more information on these risks and uncertainties, please refer to our earnings release issued yesterday after the market close, which is available on the Investor Relations section of our website.
Additionally, our remarks today will include references to non-GAAP financial measures. Reconciliations of these measures to the most directly comparable GAAP measures can also be found in the earnings release.
Today's call is being recorded and a replay will be available later on our website at worthingtonenterprises.com.
With that, I'll turn the call over to Joe for opening remarks.
Joseph Hayek: Thank you, Marcus. And good morning, everyone. Welcome to Worthington Enterprises Fiscal 2026 First Quarter Earnings Call. We had a very solid start to our fiscal year due to the collective efforts of our teams, and I want to start by saying thank you to all my colleagues for their dedication to each other, our company, our customers, and our shareholders.
In the quarter, we delivered strong year-over-year growth in sales, adjusted EBITDA and earnings per share. Our sales in Q1 were up 18% over last year and up 10% year-over-year, excluding sales from recently acquired Elgen. The gross margin was 27.1% in Q1 versus 24.3% last year. This improvement is after the adverse impact of a $2.2 million purchase accounting charge related to inventory acquired from Elgen. Adjusted EBITDA margin in the quarter was 21.4% versus 18.8% in Q1 a year ago.
I said this related to our Q4 results when we were together in June, but our results in Q1 again reflect our strategy in action. Despite numerous headwinds including cautious consumers and a hot summer that impacted after activities, and tariff costs and high interest rates that are impacting residential and commercial repair remodeling and construction activity, we grew our year-over-year adjusted EBITDA by 34%.
Our SG&A expenses were $4.5 million in the quarter but flat excluding the addition of Elgen despite our organic growth in sales and gross profit. As we continue our efforts to optimize our current businesses and grow Worthington, we do so not just the Steward and Worthington proud history, but as drivers of innovation and
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2026 Q1 Earnings
strategies that will power our future. We're committed to building a sustainable growth platform, and we will continue to leverage the Worthington Business System and its three growth drivers, innovation, transformation, and acquisitions, to maximize both our near and long-term success.
We've generated tremendous momentum with new product launches including the Balloon Time Mini, A2L refrigerant cylinders and new Halo grids. These new products are enabling us to take market share, grow new markets, and win new customers. The transformation efforts continue to be driven by value stream analysis, automation and new ways of thinking. But our goals do not change, we prioritize safety, asset utilization and cost optimization. The ongoing 80/20 initiatives in our water business is having a positive impact, and we're planning for additional 80/20 work streams in other areas of our business.
We believe our culture is a differentiator, and we're focused on acquiring companies with great teams that have developed sustainable competitive advantages in niche markets. Our acquisition of Elgen in June is an example of that. We're pleased with our integration of Elgen thus far, and we're excited about its growth prospects. That team has embraced our safety culture, and we're focused on capturing synergies and pursuing growth opportunities in multiple areas.
Last June, we acquired Ragasco, a pioneer and world leader in lightweight composite LPG cylinders. Ragasco recently celebrated 25 years in business and has manufactured and sold over 25 million cylinders into over 100 countries around the world. The people, culture and ongoing initiatives around safety, innovation and quality are second to none. We're very happy with their part of Worthington and a group of us is looking forward to celebrating with that team in person in Norway next week.
Earlier in September, we published our second sustainability report as Worthington Enterprises, and the content of that report makes us proud. For instance, we continue to outperform our industry benchmarks in safety with a total incident case rate 40% lower than our peers. We're constantly trying to improve and in fiscal '25, we renamed our safety culture at Live Safe. It is based on proactive mindsets, processes and actions that ensure our teams can be the best version of themselves at work and at home.
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2026 Q1 Earnings
While many of our end markets continue to face headwinds, we're performing very well and believe our best days are ahead of us. Leveraging our people-first performance-based culture, market-leading brands, a start-up mindset, the Worthington business system and our strong balance sheet, we will continue to improve everyday life by elevating spaces and experiences in a way that creates meaningful value for our employees, customers and investors.
I will now turn it over to Colin, who will take you through some details related to our financial performance in the quarter.
Colin Souza: Thank you, Joe. And good morning, everyone. We delivered strong financial results in Q1, getting our fiscal year off to a solid start. On a GAAP basis, we reported earnings of $0.70 per share compared to $0.48 per share in the prior year quarter. The current quarter included pretax restructuring and other expenses of $2 million or $0.04 per share compared to similar charges of $0.02 per share from the prior year quarter.
Excluding these items, adjusted earnings were $0.74 per share, up from $0.50 per share in the prior year quarter. Q1 also included a one-time pretax purchase accounting charge of $2.2 million related to the stepped-up value of inventory at Elgen, which negatively impacted profitability in the quarter. Consolidated sales for the quarter were $304 million, up 18% compared to $257 million in the prior year quarter.
The increase was primarily driven by higher volumes in our Building Products segment along with the inclusion of Elgen, which contributed $21 million following its acquisition in June. Gross profit increased significantly to $82 million, up from $62 million with gross margin expanding approximately 280 basis points to 27.1% and despite the $2.2 million purchase accounting charge at Elgen.
Adjusted EBITDA for the quarter was $65 million, up from $48 million in Q1 of last year and adjusted EBITDA margin in the quarter was 21.4% compared to 18.8% in the prior year quarter. On a trailing 12-month basis, adjusted EBITDA now stands at $280 million with a TTM adjusted EBITDA margin of 23.3%. Turning to our cash flow and capital allocation. We continue to invest in our operations while maintaining a disciplined and balanced approach.
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2026 Q1 Earnings
During the quarter, we invested $13 million in capital expenditures including $9 million related to our ongoing facility modernization projects. We also returned capital to shareholders, paying $9 million in dividends and repurchasing 100,000 shares of our common stock for $6 million at an average price of $62.59 per share. Our joint ventures provided $36 million in dividends, representing a 100% cash conversion rate on equity income, Cash flow from operations for the quarter was $41 million, and free cash flow was $28 million.
On a trailing 12-month basis, free cash flow totaled $156 million, representing a 94% free cash flow conversion rate relative to our adjusted net earnings. As a reminder, this figure includes elevated capital expenditures related to our facility modernization projects, which totaled $29 million over the same period. We have approximately $35 million of modernization spend remaining with the majority expected to be completed during fiscal 2026 and capital expenditures returning to more normalized levels thereafter. As that spend tapers down, we expect to see further improvement in free cash flow conversion over time. Turning to our balance sheet and liquidity.
We closed the quarter with $306 million in long-term funded debt carrying an average interest rate of 3.6% and $167 million in cash. Our leverage remains extremely low with ample liquidity supported by a $500 million undrawn credit facility. Net debt at quarter end was $139 million resulting in a net debt to trailing adjusted EBITDA ratio of approximately a half turn. Yesterday our Board of Directors declared a quarterly dividend of $0.19 per share payable in December 2025.
Let me now turn to our segment performance, where both businesses delivered results -- solid results to start the fiscal year. In Consumer Products, sales in Q1 were $119 million up 1% compared to the prior year quarter as a favorable shift in product mix was mostly offset by lower volumes. Adjusted EBITDA was $16 million with a 13.6% margin compared to $18 million and 15.1% in Q1 last year. The year-over-year decline was primarily driven by lower gross margin due to tariff charges and lower volumes. The broader consumer environment remains cautious and demand continues to be closely correlated to point-of-sale activity. That said, our brands are strong, our channels are stable and our products are not large ticket items.
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2026 Q1 Earnings
They are affordable, essential and play a meaningful role in elevating everyday experiences around outdoor living, celebration and home improvement. We're proud of how our consumer products team continues to perform and deliver value for customers despite macro headwinds.
Looking ahead, we believe the business is well positioned to benefit as consumer sentiment improves and demand returns to more normalized levels, supported by our market-leading brands, strong customer relationships and a transformational mindset. In Building Products, Q1 sales grew 32% year-over-year to $185 million, up from $140 million in the prior year quarter. Growth was driven by higher volumes and contributions from Elgen, which closed in June and contributed $21 million in sales for Q1.
Excluding Elgen, net sales were up 17%, reflecting continued strength in our cooling and construction products where we are supporting the refrigerant industry's transition to more environmentally friendly refrigerants, along with growth in our heating and cooking products, where we've enhanced our capacity and throughput as a result of the facility modernization investments made over the last year.
Adjusted EBITDA for the quarter was $58 million with an adjusted EBITDA margin of 31.3% compared to $40 million and 28.4% in Q1 last year. The improvement was primarily driven by volume growth in our wholly owned businesses, along with a modest year-over-year increase in equity income. Elgen's contribution to adjusted EBITDA was nominal as expected due to the previously mentioned nonrecurring purchase accounting charge. WAVE delivered another solid performance, contributing $32 million in equity earnings, up from $28 million in the prior year quarter.
ClarkDietrich operating in a more challenging environment, delivered a respectable $6 million in equity earnings compared to $9 million last year. The Building Products team is executing well and continues to do a great job delivering value-added and innovative solutions for our customers. We're also very pleased with our integration efforts thus far at Elgen. We remain excited about the potential growth at Elgen and believe their capabilities strengthen our presence in commercial HVAC and broaden our reach within the building envelope.
At this point, we're happy to take any questions.
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QUESTIONS:
Operator: (Operator Instructions) Your first question today comes from the line of Kathryn Thompson from TRG.
Kathryn Thompson: I just have a couple of operational at a bigger picture question. For your wholly owned building product segment, margins again were up in the quarter. I know that that's an initiative that you've been working on. But could you help us understand the -- what drove the margin in the quarter and really kind of the glide path of where you see they're going and what would be a normalized level based on your current portfolio?
Joseph Hayek: Sure, Kathryn. It's Joe. In building products, excluding WAVE and ClarkDietrich for a minute, I've no doubt that you or somebody else will get to those. But it's really a story of really nice execution in markets that are normalizing and normalized. We look at -- we had really solid growth in our heating and cooking business and really solid growth in our cooling and construction business as well. The water business also improved. The only business that was flattish was our European business, and that has more to do with some big orders and the general economic environment in Europe.
When we look at building products, we've talked about, I think EBITDA margin for the -- one businesses was 10.5% this quarter. We've talked about that getting over time upwards to sort of 12-ish, 13% not right away but that's the trend that we continue to see we're still a little seasonal, right? And when it's cold, there are more things going on.
But it's really a credit to those teams. In fact, last week for the first time in 6 years, we had all-employee banquet and awards where we got together to celebrate some service anniversaries and some MVPs, both on the personal side. But we gave away the first John H. McConnell Philosophy Award, and we gave that and drove this award to be given to a team or a group or a facility that went above and beyond in our fiscal year, related to safety and performance and really made a difference getting more towards our first corporate goal, which is to earn money for our shareholders and increase the value of their investment.
We were very, very happy to give that award to our facility in Paducah, Kentucky. That's fewer than 100 people. They made 900,000 A2L refrigerant cylinders last
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year, triple -- almost triple what they did the year before. And so it's those kinds of market-driven opportunities that we're trying really hard to take advantage of, and that's what you're really seeing a lot of momentum in building products.
Kathryn Thompson: That's helpful. Shifting to WAVE, another great quarter and still up $30 million in terms of contribution. Touched again on the drivers for this outperformance, and is this a level to be expected for the next -- for out quarters?
Colin Souza: Yes, Kathryn, this is Colin. So again, we continue to perform very well up year-over-year in terms of equity contribution for us and down slightly from Q4 for us. Q4 and Q1, those are their stronger quarters. But overall, within the business, their end markets, in particular when they serve areas like education, healthcare, transportation, data centers, those are still very healthy, very strong and offsetting some of the weakness in areas like office and in retail.
And you know WAVE’s operating model and how they go to market, and it's really driving value to contractors and really working hard to take labor time and ultimately cost out of the equation for those installs, and they do that extremely, extremely well and they continue to show value to those customers, and it flows through to their performance. So steady as she goes with -- in terms of WAVE and how they're going to perform. We're very happy with how that's going so far.
Kathryn Thompson: Okay. Then a final question. This is the bigger picture question. So, Worthington is often the only domestic manufacturer of some of your product lines. Tariffs are complicating the supply chain this year. And theoretically, Worthington should be in a better position relative to competitors with that domestic manufacturing footprint. In the last quarter, you touched briefly on having more conversations with customers, but it's difficult to quantify. Can you give an update on how that dynamic is progressing? Are there any further wins that -- where they can tie that to tariffs and just broader implications going forward? Thank you, and best of luck.
Joseph Hayek: Thanks, Kathryn. It's Joe. I'll take a shot at it, and certainly Colin at end. Yes, tariffs are complex for everybody, and they have multiple touch points for us in our consumer business. Where we have some of those tools that are manufactured for us, we had to effectively write a check for a couple of million dollars in the quarter to Uncle Sam. But as you point out, in a lot of our business, some in consumer and a lot within Building Products, we are the primary or only
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domestic manufacturer for those products, and we compete with imports. And so having a more level playing field with respect to pricing is helpful.
We've always prided ourselves on trying to be commercially excellent and trying to be really easy to do business with. So, we have absolutely had and continue to have good conversations with our customers domestically. Our supply chain is going to be tighter than somebody that's manufacturing overseas. But we've always really strived to create value and understand our customers' pain points, try and make their lives easier so that they can better serve their customers. Largely -- I mean a lot of our products, two-thirds-ish, end up in the hands of contractors. Whether it's a distributor or whether it's a retailer, we try really hard to help our customers better serve their own customers, which really are what they and we care about.
So, it is hard to pinpoint, but value candidly is easier to drive when your prices are competitive, and people are sensitive to prices, and so we're able to keep prices at a very reasonable level historically because we aren't subject to the tariffs that other people might be. So those conversations are ongoing, and we hope when we execute well that that makes our value proposition of that much more compelling.
Operator: Your next question comes from the line of Daniel Moore from CJS Securities.
Dan Moore: So, shift back to Building Products just for a second, very healthy organic growth. Can you just elaborate a little bit more on the pockets of strength. You mentioned cooling construction products, some of the heating products; how much of it is market growth? How much of the share gains? And as we think about moving forward, talk about the potential to outpace the market over the next 1, 2, 3 years?
Joseph Hayek: Sure. I think it's a mix, Dan. Some of it is a market normalization. Some of it is -- and that would probably be more in heating and cooking and in water. Some of it is market share gains. We saw some of those in the heating and cooking business and some in cooling and construction. But then the markets are behaving more normally, maybe a little bit more of a catch-up in heating and cooking, a little bit of growth in water, but then in refrigerants, right, in our cooling construction business, if you go all the way back to 2021, the American Manufacturing Act late 2020, 2021, really mandated a shift in refrigerant to more
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environmentally friendly gases. And so, you're seeing some of that load in and rollout over the past six or eight months.
These things happen periodically. So, I do think that that market has grown enough and continue to grow maybe more than it historically would have due to some of those shifts.
Dan Moore: Okay. That is helpful. Then -- go ahead, I'm sorry.
Joseph Hayek: No. you're good.
Dan Moore: All right. Shifting to consumer. Maybe just talk about the progress you're making in terms of new product lines and expanding distribution at retail, I'm thinking specifically about Balloon Time Mini, but you got some of the other new products and initiatives, where you're seeing the biggest increases in terms of retail customer penetration? And what's the runway for growth look like?
Joseph Hayek: Sure. So, with respect to consumer, revenue is up a little bit. Profitability down. We did have a tariff impact that was effectively, I'll call it more than the miss, if you will, relative to last year. We've seen point-of-sale tracking and really mirroring our own orders. And so our camping gas business and the tools business down a little bit, offset in large part by our Celebrations business, our helium business, which we continue to execute very well in part because of some of the shifts that have gone on with Party City not being part of the mix and our customers getting more of those customers, Walmart, Target, other people like that.
But then you mentioned a couple of things on new product side, Dan. And so with Balloon Time Mini specifically, that continues to enable us to have great conversations with new customers, and we talked about Target, talked about CVS. Walgreens is a recent win. You will soon be able to find in a couple of thousand Walgreens stores our products, both the Balloon Time Mini and the standard legacy Balloon Time product. We're delighted about that. Then Halo Griddles and Walmart, we talked about that historically. Small numbers, but that's gone well. In fact, in the spring of in 2026, that's kind of the beginning of, call it, grilling or griddle season, you'll be able to find Halo Griddles at even more stores than you could in these past few months.
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So that team is working really hard and doing a fantastic job really understanding our markets, understanding our consumers trying to reach consumers, both independently and through our retail partners. So, we're really pleased with that.
And consumer is probably more impacted sometimes than pieces of building products around people's ability to be mobile and to move. So we get lower interest rates that translate into lower mortgage rates, which, as you know have more to do with the longer end of the curve there, we expect that, that would add to our revenues and growth as well.
Dan Moore: Very helpful. And Kathryn touched on WAVE. Maybe just quickly ClarkDietrich their contribution pulled back to lowest levels since the start of the pandemic. Obviously, the environment is a little challenged there. Just talk about whether -- if this is the new normal, at least for now where do we go from here over the next few quarters?
Joseph Hayek: Yes. No. you're exactly right. The way that we think of our portfolio of businesses, a lot of our businesses really are right in the middle of repair, remodel, maintenance so we don't depend on new construction spending as much as some folks might. In ClarkDietrich, it is a little dependent on new construction spending and the U.S. Census Bureau suggested recently that 14 months of past construction spending peaked in May of 2024.
And so, you do have that number and that growth figure a little depressed. ClarkDietrich is a market leader, and they have continued to do well but you have fewer opportunities that are out there, especially on the smaller contracting side. You do have infrastructure projects and data center projects, mega projects continuing to get greenlighted and to go, which is great, but you'd like to have that mix of smaller projects as well.
You'll see lower steel prices. And so, you'll see people being very competitive, trying to, in oft cases, keep the lights on at some of these smaller companies. So, all that tends to lead to some margin compression for ClarkDietrich. We do see dodge momentum finally kind of picking up and looking good. That is a very leading indicator. A lot of times, you see a spike there.
It takes months plus for those to translate into sales for folks like ClarkDietrich and so pretty well positioned, but we think it's flat to potentially down a little bit in the
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next quarter or two and just because you've got to get through this period of uncertainty where people aren't willing to or able to get construction projects going. We know that will change. It always changes and ClarkDietrich tends to come out better on the other side, but we do have to get through this period. It's hard for us to be able to forecast whether it lasts two weeks or a couple of months or six or 8, but that's kind of where we are with that business.
Dan Moore: Okay. Last one, I'll jump back in queue. Just maybe talk about the M&A pipeline. As you described, free cash flow solid and poised to inflect higher as the CapEx cycle winds down. So, priorities for capital allocation and the outlook for potential either whether it's bolt-ons around Elgen manufacturing, other areas that could be potential opportunities to deploy capital over the next kind of 12-plus months?
Joseph Hayek: Sure. Our capital allocation priorities continue to center around being balanced with a bias towards growth. You'll see we pay $9 million in the dividend, and we continue to buy back shares selectively -- but we have a bias for growth. When we think about M&A and we think about our ability to continue to seek and add businesses that are high margin, low asset intensity leaders in niche markets, we're pretty excited about it.
I'll let Colin comment a bit more sort of some details around the pipeline and how we're thinking about it.
Colin Souza: Yes. Thanks, Joe. It's -- we feel like the pipeline is solid right now. The M&A markets are softer, but we're still finding those opportunities that are out there and spending time to really build those relationships and are excited about what that could become as we progress throughout the year. Our criteria, we're looking for leaders in niche areas across consumer and building products and that can demonstrate a sustainable competitive advantage, and that's our -- when we deploy our diligence process, that's what we're really looking to test. And a lot of those are in channels where we already have a big presence and a leadership position, and that gives us some ability to add value, whether it's through channel expertise or through manufacturing expertise or purchasing or price risk capabilities.
So, you're absolutely right, Dan. The acquisition of Elgen was a great one for us, and we're excited about that. That also gives us opportunity to look around their
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business into adjacencies to see where there may be some more value ahead. I am so excited about M&A in the future, it's going to be an important lever for us in terms of capital allocation and growth.
Dan Moore: Super. Look forward to hearing more out here in New York in a couple of weeks.
Operator: Your next question comes from the line of Brian McNamara from Canaccord Genuity.
Brian McNamara: I don't think you guys disclosed volumes in the release that you mentioned them qualitatively. Can you give us an idea of price versus volume growth for both segments in the quarter?
Joseph Hayek: I'll take a quick shot at it. The volumes up in Building Products, price pretty stable and consumer volumes were down, but mix shifted more heavily towards our Celebrations business, which per unit cost more, and that was really the driver there.
Colin Souza: Yes. And Brian, it's -- we did not disclose volumes. It becomes very complex, given the size of the products we're offering and then some of our recent acquisitions, different types of products. We're not just selling cylinders anymore. We're selling tools, we're selling components. So, the volume data points become a little too cloudy to be able to speak to and lumpy.
Brian McNamara: Got it. Okay. I know you got a tariff question earlier. I'm just curious, are you seeing tariff impacts and pricing in your markets? I think back in around Liberation Day there was a reasonable school of thought that there was kind of enough inventory in the channel to get us to the fall, and we're kind of here now. Your home center customers are also being careful with their comments on pricing, but are you seeing price increases on the shelf from your internationally sourced competitors and price gaps wide in there? And is that helping the company?
Colin Souza: Yes. Brian, not yet. The tariffs are driving the impact. Joe mentioned it, a couple of million dollars in our business that we paid on the consumer side related to tariffs. I think a lot of companies are still trying to work through how to
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handle that and what to do and also kind of waiting and seeing how things unfold. So, we're seeing that impact in our business. But at the shelf, it's a bit mixed.
Brian McNamara: Great. Then finally, I know there's a $2.2 million purchase accounting charge in there, but gross margins are lumpy. I know you're targeting kind of 30% over the medium term. How should we think about gross margin in the coming quarters? And any puts and takes there?
Colin Souza: Yes. Brian, we did 27% this quarter, up from 24%. There was purchase accounting in both periods for the acquisition from Elgen and then on Ragasco. Strong volumes within Building Products, we talked about earlier, drove some of the volume increase as well as some of the incremental initiatives across the company that are paying off. Sequentially, gross margin was down. Q1 and Q2 are seasonally weaker for us compared to Q3 and Q4.
So that wasn’t unexpected. But as you said, our goal over time here is to drive gross margins north of 30% and driving our -- holding our costs flat and SG&A as a percent of sales down 20%. So, we feel like we're still on track with that and our initiatives are driving some momentum and want that trend to continue.
Joseph Hayek: Yes. And Brian, Colin is absolutely right. Those numbers, right, that we're striving towards and trying to get to those are sort of annual numbers, and there'll be a little bit of puts and takes when you have seasonally slower periods like Q1 and Q2 your conversion costs will be naturally a bit higher. So, you probably overperform that in Q3 and Q4, relatively speaking. But our goal for that is more of an annual number.
Operator: Your next question comes from the line of Susan Maklari from Goldman Sachs.
Susan Maklari: My first question is going back to the operational efficiencies that you mentioned in your prepared remarks. You noted that you've seen some nice progress in the water business. I guess can you talk a bit more about that? And how do we think about where else those efforts can go to across the business and what they could mean over time.
Colin Souza: Yes, Susan, I think as Joe mentioned in his remarks, 80/20 initiatives. We piloted that in the water business about seven months ago. It's going very well.
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A lot of -- the focus there is how do we reduce complexity, increase focus and drive better results. So, we're in the middle of that. We're excited and the teams are very, very engaged. We've been pleased with what we've seen so far and to Joe's comments earlier, we're starting to evaluate where could this apply next across our portfolio, so we can continue to build that muscle and really drive this way of operating.
Joseph Hayek: Yes. And Susan, just a couple of other thoughts. We do really like how that way of thinking is challenging our historic norms. We've been at it for almost six months and so we've seen enough to know a couple of things. One, it's going to have a positive impact; and two, we'd like to do more of it. And so, I think you'll see us be thoughtful about how best to roll it out. We don't want to kind of try and boil the ocean, but we want to be thoughtful about it. It's going to be a great tool in our kit as we go forward.
But then the other piece, broader maybe than 80-20 is our constant evergreen initiatives on holding costs down. In our facilities, there are goals every single month, every single quarter, every single year in terms of taking costs out and across our facilities and certainly within the corporate organization, look, our healthcare costs continue to go up, obviously people get merit increases. But if you look at Q1 versus Q1 last year, we grew revenue, we grew gross profit -- but absent the inclusion of Elgen SG&A, our SG&A was flat year-over-year.
So that's a great testament to the work our teams are doing. That might not happen every single quarter, but it's something that we are very conscious of in that we believe we have a great platform, and we can grow our revenues and gross profits and keep the same kind of infrastructure and base, and we hope that over time that is consistent with being able to grow margins.
Susan Maklari: Yes. Okay. That's helpful color. Then turning to Elgen. Can you talk a bit about how that business can actually help in terms of hitting some of these targets that you've laid out, growing the business overall. And especially thinking about perhaps the less discretionary nature of HVAC and what that could mean in a tougher macro and especially if things slow further from here?
Colin Souza: Yes, Susan, it's -- we're very pleased with Elgen so far. It contributed, as I mentioned, $21 million in revenue and relatively breakeven from an EBITDA standpoint, which included the $2.2 million in purchase accounting. The stat we
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released on the business right when we acquired it, $115 million of revenue annually, $13 million in adjusted EBITDA, at the end of the day this is a good example of our M&A strategy in action and our goal in expanding our portfolio in commercial HVAC and the structural framing and we found this fantastic business that so far has been a great fit for us.
Integration, we believe, we're 90 days in. It's doing very, very well. We have our operations teams together working side by side, the commercial teams, the purchasing teams. What we're very pleased with is just the more time we spend with that business, we find a lot of really, really good talent at the company, and we're very pleased with how that's gone so far. And to your point, Susan, the commercial HVAC market, we believe is attractive and it's resilient over time and provides above GDP site growth.
That's why it was a key target market of ours. We found this opportunity with Elgen where we can bring some value and sophistication from a steel manufacturing standpoint and purchasing and operational expertise, and we're getting to work with we can continue to increase value with them at that company over time. And this is one of, hopefully, many that we do over time as an example here.
Joseph Hayek: And Susan, your question is really a good one relative to growth opportunities and to the resiliency of that market. We certainly agree with the latter point -- we think there are growth opportunities organically within Elgen but also we look at cross-selling opportunities in our water business, some crossover with or ClarkDietrich things related to WAVE. And so any time we continue to be able to add value with this sort of 2-step distribution market into HVAC and things that are above the ceiling or behind the walls, people are looking for kind of creative, innovative ways to consolidate their own spend, save money, and we think we can be a part of that solution for.
Susan Maklari: Yes. Okay. That's helpful, Joe. Then one more question, which is just when you think about the business broadly -- how are you balancing the investments in the growth and the cost efforts relative to the potential that we do end up in a tougher macro next year and maybe we see the consumer still really being under pressure there. And just how are you thinking about those various factors that are all coming through and noting that there's a lot of uncertainty around there, but just any thoughts generally on that positioning and how you're thinking -- how you're approaching that?
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Joseph Hayek: Yes. It's a great question. And uncertainty is really a watch word that you see, we see that there are a lot of things out there in a lot of ways, what lower interest rates are meant to do is to stimulate growth. You've seen interest rates at the very, very short end come down but not on the kind of 5, 10, 30 year and so people are still a little hesitant to even though reshoring is a priority, people are still a little hesitant to spend money and to put things into the ground and to investing CapEx, et cetera. And so, our -- the advantage we have in a lot of our businesses is we're pretty good at being -- trading down is the wrong way to think about it. But some of the things in our consumer business that we're really good at are substitutes if somebody isn't able to go on a trip or to stay in a hotel or travel internationally, they will spend more time outside. They will spend more time camping.
And we're also doing a lot of work around direct-to-consumer initiatives and really sort of thinking about our placement in bricks and mortars because our solutions can, in fact, enable the DIY-ers who are going to think about those projects instead of something different or something instead of hiring somebody. The more macro piece of that and again a lot of our portfolio is repair, remodel maintenance, a bit more insulated but not totally insulated. So, we are continuing to invest in being a smarter, more nimble company that's around AI, that's around automation.
Now that's around analytics. While absolutely kind of keeping an eye on a lid on sort of expenses that we think might not have the kinds of returns that we're looking for. I think that's probably what a lot of people would do in an environment like this is something your cost of capital goes up, but your hurdle rate goes up because your risk quotient is higher. But all things being considered, we go back through and look at where our business sits. And we feel really good about what we're doing right now. If the economy worsens, then we'll, I think do just fine and probably outperform. But as markets recover, which they always will. We feel great about how we're positioned and what our solutions will mean kind of going forward into the mid- to longer term.
Operator: (Operator Instructions) Your next question comes from the line of Walt Liptak from Seaport Research.
Walter Liptak: Yes, great call so far. A lot of questions answered. I would like to try a follow-on on the HVAC refrigerant containers. So, I think it's been a couple of
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periods so far where you've been maybe doing well with your customers increasing penetration -- is this the kind of thing where it's like a 1-year bump where you start getting on to more difficult comparisons at some point? Or is there enough customers, a big enough market where you can just continue to serve those customers really well. and increase that penetration beyond like a 1-year bump in sales.
Joseph Hayek: Yes. It's hard to predict what the future looks like. Walt, it's a very fair question. We think it's probably more the latter than the former. There are lots of things happening in these mandates for more environmentally friendly gases will continue to kind of proliferate. It's up to us to continue doing our level best to service our customers and service their customers. And so, we're able to meet this increased demand. And if ultimately, you see things change in a year it’s likely that you would have something to potentially replace a load in that runs its course. Never say never, but we’re feeling relatively good about the future of that business while understanding that these types of things don’t happen every quarter.
Walter Liptak: Okay, great. You talked a lot on this call about the different forms of seasonality and how they impact the business. So, I’m wondering if you could just go through, not in a huge amount of detail, but some detail, about the Fall and Winter and especially, going into the Spring selling season. When do you start selling products into the Spring selling season? When is the inventory lift? What are the indications from your larger customers? Then maybe in building products, too, what does the seasonality look like over the next few quarters.
Colin Souza: Yes. So, I'll take a shot at it, and Joe can fill in. I think just generally, it's -- it can vary from year-to-year, obviously depending on what's happening throughout the year. Q1 and Q2 are typically seasonally weaker than Q3 and Q4. It varies a little bit across consumer and building.
Then in particular, as you get into Q2 and Q3, it could depend just on if there's weather-related events, if it's colder sooner or if there's hurricanes or snowstorms that would drive activity and those, obviously we can't predict from year-to-year, but they do happen in those time periods. So that's the high-level way we think about it, and then you have to go kind of category by category.
Operator: That concludes our question-and-answer session. I will now turn the call back over to the company for some closing remarks.
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Joseph Hayek: Thank you all for joining us this morning. Have a wonderful rest of your week. And we look forward to speaking with everybody soon. Thank you.
Operator: This concludes today's conference call. Thank you for your participation.