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): January 14, 2026 |
|---|
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 7.01 Regulation FD Disclosure.
On January 14, 2026, Worthington Enterprises, Inc. (the “Company”) presented at the CJS Securities 26th Annual New Ideas for the New Year conference. The materials referenced during the presentation have been made available since the date of the presentation through the Events & Presentations section of the Company’s website at https://ir.worthingtonenterprises.com, and are furnished herewith as Exhibit 99.1.
A copy of the transcript of the presentation is furnished herewith as Exhibit 99.2.
The information furnished under Item 7.01 in this Current Report on Form 8-K (this “Form 8-K”), including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing. This Form 8-K shall not be deemed an admission as to the materiality of any information in this Form 8-K.
Safe Harbor Statement
Selected statements contained in this report and the furnished materials constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). The Company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings; and other non-historical matters.
Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of Russia’s invasion of Ukraine); effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks
associated with doing business internationally, including economic, political and social instability (especially in light of Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; the level of imports and import prices in the Company’s markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations and considerations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effects of tax laws in the United States and potential changes for such laws, which may increase the Company’s costs and negatively impact the Company’s operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the Company’s filings with the United States Securities and Exchange Commission, including those described in “Part I – Item 1A. – Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025.
Forward-looking statements should be construed in the light of such risks. The Company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(a) through (c): Not applicable.
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8‑K:
| Exhibit No. | Description |
|---|---|
| 99.1 | Materials referenced during the Worthington Enterprises, Inc. Presentation at the CJS Securities 26th Annual New Ideas for the New Year conference on January 14, 2026 (furnished herewith) |
| 99.2 | Transcript of the Worthington Enterprises, Inc. Presentation at the CJS Securities 26th Annual New Ideas for the New Year conference on January 14, 2026 (furnished herewith) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WORTHINGTON ENTERPRISES, INC. | |||
|---|---|---|---|
| Date: | January 16, 2026 | By: | /s/Patrick J. Kennedy |
| Patrick J. Kennedy, Vice President - <br>General Counsel and Secretary |
November 13, 2025 2025 Global Industrial Conference Joe Hayek – CEO Colin Souza - CFO
Notes to Investors FORWARD-LOOKING STATEMENTS. Selected statements in this presentation constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). Worthington Enterprises, Inc. (the “Company” or “Worthington”) wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: expected cash positions, liquidity and ability to access financial markets and capital; outlooks, strategies or business plans; anticipated benefits of the separation of the Company’s steel processing business (the “Separation); expected financial and operational performance of, and future opportunities for, the Company following the Separation; the Company’s performance on a pro forma basis to illustrate the estimated effects of the Separation on historical periods; the tax treatment of the Separation transaction; expected performance, growth, demand, financial condition or other financial measures; pricing trends for raw materials and finished goods; additions to product lines and opportunities to participate in new markets; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain; the ability to make acquisitions, form joint ventures and consolidate operations and the projected timing, benefits and costs related thereto; expectations for the economy and markets; expectations for shareholder value; effects of the novel coronavirus (“COVID-19”) pandemic; and other non-historical matters. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: the uncertainty of obtaining regulatory approvals in connection with the Separation, including rulings from the Internal Revenue Service; the ability to successfully realize the anticipated benefits of the Separation; the impacts of the COVID-19 pandemic; the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a U.S. withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of the COVID-19 pandemic and Russia’s invasion of Ukraine); effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; the level of imports and import prices in the Company’s markets; the impact of environmental laws and regulations or the actions of the U.S. Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations or considerations; the impact of judicial rulings and governmental regulations, both in the U.S. and abroad, including those adopted by the U.S. Securities and Exchange Commission (“SEC”) and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the U.S. and potential changes for such laws, especially in light of the COVID-19 pandemic, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effect of tax laws in the U.S. and potential changes for such laws, which may increase the Company’s costs and negatively impact its operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the Company’s filings with the SEC, including those described in “Part I — Item 1A. — Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024, and its subsequent filings with the SEC. Forward-looking statements should be construed in the light of such risks. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made, which was November 13, 2025. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
1955 Established Portfolio of Market-Leading Brands with High Barriers to Entry Strong Underlying Secular Trends Enabling Steady Long-Term Growth Business Model Drives High Free Cash Flow and Returns Worthington Business System Accelerates Growth and Profitability Innovation For Highly Engineered Products Drives Incremental Sales and Margin Guided by Our Philosophy – a People-First, Performance-Based Culture Low Leverage, Ample Liquidity, and Solid Free Cash Flow Provides Financial Flexibility Key Investment Highlights Company Overview Founded in 1 TTM Figures as of Q1 FY2026 ended 8/31/25. Net sales exclude pro-rata share of unconsolidated JV sales. 2 Refer to appendix for reconciliation of Adjusted EBITDA from continuing operations to the comparable GAAP measure. NET SALES OF $1.2 BILLION1 Adj. EBITDA of $280 million2 Net Sales by Segment1 Building Products Consumer Products
Key Figures (TTM as of Q1 FY26) ($ Millions) Financial Metrics Net Sales Adj. EBITDA 33% Adj. EBITDA Margin $229M Adj. EBITDA $699M Net Sales Building Products At-a-Glance Heating and Cooking Cooling and Construction Facilitating the transition away from fuel oil, as well as providing back-up power solutions. Integral in storing and transporting refrigerants while facilitating the transition to lower global-warming potential and ozone-depleting gases. Providing safe storage and transport of spray polyurethane foam insulation and roofing adhesive. Water Key component in providing safe and clean drinking water in homes and buildings. Ceiling Solutions Solutions for ceilings, walls and partitions, suspended systems, and trim and transitions in numerous commercial, education, healthcare, retail and specialty environments, among others. Metal Framing Cold-formed steel framing and drywall/plastering finishing systems for interior and exterior applications, as well as clips, connectors, metal lath, welded wire, barrier mesh and accessories. Wholly-Owned Joint Ventures 31% 31% 34% 36% 32% A portfolio of market-leading products supporting critical building systems and components that elevate the spaces where people live, work, and gather. 31.0% 33.9% 32.3% 28.4% 31.3% Systems & Components Key parts for HVAC structural framing, ductwork, and components primarily used in commercial buildings. Note: TTM figures as of Q1 FY2026. Net Sales reflects wholly-owned businesses only, exclude JV’s.
Note: Financial metrics represent 100% of stand-alone JV results for WOR fiscal periods ending May 31st. Equity income contributed from WAVE and ClarkDietrich is included in Adj. EBITDA for the Building Products segment. Building Products Joint Ventures Market-leading businesses providing products critical to the building envelope WAVE ClarkDietrich 50/50 JV, established in 1992 with Armstrong World Industries North American market leader in ceiling suspension systems (grid) and integrated solutions Provides creative solutions to address customers need for speed and lower total cost Leverages the strengths and expertise of each parent company Over $450 million of cash dividends paid to WOR in past five years since FY 2021 ($ Millions) JV Financial Metrics Net Sales EBITDA 25% owned JV, established in 2011 through the combination of ClarkWestern Building Systems and Dietrich Metal Framing Market leading provider of building solutions for commercial streel framing distributors, contractors, owners & architects Offers broad product offering nationwide with speedy and reliable customer service Over $250 million of cash dividends paid to WOR in past five years since FY 2021 Net Sales EBITDA WAVE ClarkDietrich
Consumer Products At-a-Glance $501M Net Sales 16% Adj. EBITDA Margin $81M Adj. EBITDA Net Sales Adj. EBITDA Key Figures (ttm AS OF Q1 FY26) ($ Millions) Financial Metrics Hand-held torches, micro torches, lighters, accessories and fuel for constructing, fixing, making and creating. Precision and specialty hand, digital and safety tools for tradesmen, craftsmen and DIYers. Drywall tools and accessories used for finishing and taping, skimming and masonry projects by professionals and DIYers. Hand-held torches and micro torches used on the job and at home. Cutting, siding and roofing tools utilized by tradespeople and DIYers for construction, remodeling and renovation projects. Torches, fuel and accessories, including the first in-market digital fuel gauge, for outdoor adventures, backyard entertaining and yardwork. Portable propane fuel cylinders for outdoor adventures. Ergonomic multi-use garden tools including cultivators, weeders, edgers, pick-up and hand tools. Pizza ovens, pellet grills, griddles and accessories for backyard cooking or outdoor experiences away from home. Portable helium tanks and accessories for celebrations anytime and anywhere. Tools Outdoor Living Celebrations 18% 14% 16% 19% 20% A portfolio of market-leading brands that elevate the everyday experience of outdoor living, celebrations, and home improvement. 17.5% 14.1% 16.5% 15.1% 13.6% Note: TTM figures as of Q1 FY2026.
Innovation We innovate in partnership with our customers and suppliers. Transformation Through continuous transformation, we drive higher margins within manufacturing, commercial, sourcing and supply chain excellence. Acquisition We acquire strategic capabilities and invest in accretive opportunities. Our Philosophy Our deeply held Philosophy is rooted in the Golden Rule—we treat our customers, employees, investors and suppliers as we would like to be treated. We are disciplined stewards of capital focused on earning exceptional returns for our shareholders. Worthington Business System Accelerates Our Growth and Profitability
Delivering organic growth through innovation, new product development and strategic market share wins INNOVATION & NEW PRODUCT DEVELOPMENT STRATEGIC SHARE WINS AND PRODUCT PLACEMENT SureSense – IoT-enabled propane level sensor designed to improve efficiency for propane marketers Level5 Tools – gained placement for drywall tools at Sherwin-Williams and now available in 3,500 locations nationwide Halo – extended placement of innovative Halo Griddle to select Walmart stores Consumer and Building Products commercial teams worked closely together to expand relationship with Tractor Supply to gain share and expand offerings available. Balloon Time mini helium tank – compact product requiring less shelf-space and improving channel access PowerCore cylinder – corrosion resistant spray cylinder for water-based adhesives SureSense™ Select recent examples of innovation, share and product placement wins
Acquisition Strategy Focused on Driving Profitable Growth Market-leading positions in niche markets High margin, high growth brands or products Asset-light or low capital intensity business model Exposure to channels within building or consumer products Additive capabilities that enhance or expand our core competencies Demonstrated sustainable competitive advantage Targeted acquisition criteria: Recent Acquisitions Building Products: Leading manufacturer of LPG composite cylinders 2024 2022 Consumer Products: Innovative outdoor cooking equipment Consumer Products: Leading provider of drywall tools, offering a complete lineup for finishing professionals and DIYers 2025 Building Products: Leading designer and manufacturer of HVAC parts and components, ductwork and structural framing primarily used by contractors in commercial buildings
Worthington Enterprises - A Compelling Financial Profile Net Sales $1,200M Free Cash Flow1 $156M Adj. EBITDA1 $280M Note: TTM figures as of Q1 FY2026. 1 Refer to appendix for reconciliation of non-GAAP measures to the comparable GAAP measure. 2 Net Working Capital is defined as Accounts Receivable ($214M) + Inventory ($202M) – Accounts Payable ($103M) as of 8/31/25. Net Debt $139M Free Cash Flow Conversion 93.7% Adj. EBITDA Margin 23.3% Net Working Capital2 $313M Fixed Assets $287M
Adjusted EBITDA and Margin Grew Meaningfully on Year-over-Year Trailing Twelve Month Basis Adj. EBITDA Margin 23.3% Adj. EBITDA Margin 19.6% +20% Adjusted EBITDA from Continuing Operations ($ millions) WAVE and ClarkDietrich results reflect their contributions to Worthington’s equity income Refer to appendix for reconciliation of non-GAAP measures to the comparable GAAP measure. Figures in bridge may not sum precisely due to rounding.
Low Leverage, Ample Liquidity, and Solid Free Cash Flow Provides Financial Flexibility Strong Balance Sheet 12 Financial Flexibility Disciplined Capital Allocation Ample Liquidity2: $667M TTM Free Cash Flow1: $156M Focused on growth and rewarding shareholders Net Leverage1: 0.5x Net Debt / TTM Adj. EBITDA Commitment to Maintaining Investment Grade Rating 12 Note: TTM figures as of Q1 FY2026. 1 Refer to appendix for reconciliation of non-GAAP measures to the comparable GAAP measure. 2 Includes $167M of cash and cash equivalents and $500M of capacity from undrawn revolver as of 08/31/25.
Disciplined Capital Allocation Strategy Focused on Growth and Rewarding Shareholders Invest in facilities to maintain equipment and improve safety Strategic capex to drive further growth $211 million of capital redeployed in FY25 ($ millions) *FY25 Capex includes $25 million related to the company’s facility modernization projects Capital Expenditures Acquisitions Dividends Share Repurchases Focus on market leading niche businesses in building and consumer products space High margin / high cash flow and lower capital intensity profile Modest quarterly dividend - $0.19 sh. quarterly Dividend paid quarterly since becoming a public company in 1968 Opportunistic approach to share buybacks 5.3 million shares remaining on authorization Rewarding Shareholders Growth (24%) (45%) (15%) (16%)
Strong Financial Profile with Attractive Upside Source: Company Filings| Note: Metrics represents FY25 for WOR and most recent TTM period for Peers. Peers include: A. O. Smith, Armstrong World Industries, Carlisle Companies, CSW Industrials, Fortune Brands International, Masco Corporation, Simpson Manufacturing, WD-40 Company ¹ Refer to appendix for reconciliation of non-GAAP measures to the comparable GAAP measure. Free Cash Flow (FCF) Conversion is defined as Free Cash Flow (Operating Cash Flow less Capex) / Adj. Net Income. Average trading multiple based on closing stock price as of 11/07/2025. High Margin, High Cash Flow, and Asset Light WOR Financial Metrics Stack Up Well Against Other High Quality Industrial Peers Adj. EBITDA Margin % (FY2025) FCF Conversion (FY2025)1 CapEx / Sales EV/ TTM Adj. EBITDA Peer Average: 23.5% Peer Average: 94.3% Peer Average: 3.3% Peer Average: 14.0x
1955 Established Portfolio of Market-Leading Brands with High Barriers to Entry Strong Underlying Secular Trends Enabling Steady Long-Term Growth Business Model Drives High Free Cash Flow and Returns Worthington Business System Accelerates Growth and Profitability Innovation For Highly Engineered Products Drives Incremental Sales and Margin Guided by Our Philosophy – a People-First, Performance-Based Culture Low Leverage, Ample Liquidity, and Solid Free Cash Flow Provides Financial Flexibility Key Investment Highlights Company Overview Founded in 1 TTM Figures as of Q1 FY2026 ended 8/31/25. Sales exclude pro-rata share of unconsolidated JV sales. 2 Refer to appendix for reconciliation of Adjusted EBITDA from continuing operations to the comparable GAAP measure. NET SALES OF $1.2 BILLION1 Adj. EBITDA of $280 million2 Net Sales by Segment1 Building Products Consumer Products
Appendix
Established Portfolio of Market-Leading Brands Vertical Residential Heating Tanks Well Water Tanks Ceiling Suspension Systems Camping Fuel Metal Framing Portable Helium Tanks Hand Torch And Fuels 80%+ of Adjusted EBITDA comes from brands and products with leading market positions Note: FY2025 period. Based on management estimates. Composite Heating & Cooking Tanks
STRONG CULTURE Engaged employees who lead with safety, demonstrate a transformative mindset and maintain deep relationships with suppliers and customers. MANUFACTURING OPERATIONS Highly engineered, precise and compliant metal manufacturing with uncompromised safety and quality. REGULATORY EXPERTISE Deep knowledge of regulations, building codes, and highly specified applications and hazardous materials creates meaningful barriers to entry. PRODUCT INNOVATION Established processes and principles. Technology enabled beyond competition. Strategic Moat …With a well-established strategic moat COMMERCIAL EXCELLENCE Stickiness created from strong brands and market leadership, strategic relationships with retail/wholesale partners, providing valuable data analytics and price risk capabilities to add value to our customers’ supply chains.
Foam & Adhesive Re-shoring and Near Shoring Manufacturing investment in the U.S. in early stages of multi-year resurgence Metal Framing Industrial Products HVAC Products Serving Markets that are Well Positioned to Capitalize on Strong Secular Trends Housing undersupply and population trends support increased need for new and re-modeled homes Housing supply Lawn & Garden BBQ / Grill Products Foam & Adhesive Ceiling Solutions Tools HVAC Products Metal Framing Multiple Federal funding bills support long-term construction and supply chain investment U.S. Infrastructure investment
Ensuring curbside recyclability 100% FY25 Highlights Workforce Development Corporate Citizenship & Sustainability LEADING THE WAY PEOPLE PARTNERS PRODUCTS PROCESS & PLANET DONATED TO NON-PROFIT ORGANIZATIONS FROM THE WORTHINGTON COMPANIES FOUNDATION OF SUPPLIERS INDIRECTLY MONITORED AND 75% OF OUR SUPPLIER SPEND DIRECTLY ENGAGED Increasing transparency NEW ENVIRONMENTAL PRODUCT DECLARATION FOR RAGASCO PRODUCTS Outperforming safety total case incident rate (TCIR) 40% LOWER THAN INDUSTRY AVERAGE AVOIDED COSTS THROUGH RISK REDUCTION ACTIONS OVER THE LAST 3 YEARS Introducing corporate recycling and organics diversion programs TRANSITIONED GARDEN WEASEL SHIPPING CARTON MATERIAL AND CHANGED DESIGN, RESULTING IN INCREASED UNITS PER PALLET Sourcing domestically 86% PROCUREMENT WITH LOCAL U.S. SUPPLIERS Supporting communities $3.1M Fostering an engaged and inclusive workforce 85% PARTICIPATION IN EMPLOYEE ENGAGEMENT SURVEY Engaging suppliers 100% Reducing our environmental footprint 88% TOTAL WASTE RECYCLED OR RECOVERED Building climate resilience $6.05M
Worthington Enterprises Reconciliation of Non-GAAP Measures (in millions) See next slide for detailed footnotes related to reconciliation of Non-GAAP measures
Non-GAAP Footnotes (1) EBIT and adjusted EBIT are non-GAAP financial measures. However, these measures are not used by management to evaluate the Company's performance, engage in financial and operational planning, or to determine incentive compensation. Instead, they are included as subtotals in the reconciliation of earnings before income taxes from continuing operations to adjusted EBITDA from continuing operations, which is a non-GAAP financial measure used by management. (2) Significant pre-tax impairment and restructuring charges include the following: Impairment of goodwill and long-lived assets: Non-cash charges of $50.1 million in the fourth quarter of fiscal 2025 related to the write-down of intangible assets associated with GTI and $32.2 million in the fourth quarter of fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment. Restructuring and other expense, net: A charge of $4.5 million in fiscal 2025 related to an increase in the fair value of the contingent liability associated with the Ragasco earnout arrangement and a loss of $30.5 million in the fourth quarter of fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment during the fourth quarter of fiscal 2024. (3) Reflects the following non-cash charges in miscellaneous expense: Pre-tax charges of $5.0 million and $11.1 million during the fourth quarter of fiscal 2025 and fiscal 2024, respectively, to write down an investment that was determined to be other than temporarily impaired. A pre-tax charge of $8.0 million during the fourth quarter of fiscal 2024 related to the completion of a pension lift-out transaction. (4) Includes the following activity within equity income: A non-cash impairment charge of $3.4 million at the SES joint venture during the fourth quarter of fiscal 2025. A net gain of $1.8 million primarily related to the divestiture of the Brazilian operations of Taxi Workhorse Holdings, LLC during the fourth quarter of fiscal 2024. (5) Excludes $2.7 million of stock-based compensation reported in restructuring and other expense, net in the Company’s consolidated statement of earnings during fiscal 2025 related to the accelerated vesting of certain outstanding equity awards upon retirement of our former CEO effective November 1, 2024. Worthington Enterprises Reconciliation of Non-GAAP Measures (in millions)
Consolidated Results – Free Cash Flow Worthington Enterprises Reconciliation of Non-GAAP Measures (in millions) Consolidated Results – Net Debt / TTM Adj. EBITDA
Joint Venture Results - EBITDA Worthington Enterprises Reconciliation of Non-GAAP Measures (in millions)
Use of Non-GAAP Measures and Definitions NON-GAAP FINANCIAL MEASURES. These materials include certain financial measures that are not calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Non-GAAP financial measures typically exclude items that management believes are not reflective of, and thus should not be included when evaluating the performance of the Company’s ongoing operations. Management uses these non-GAAP financial measures to evaluate ongoing performance, engage in financial and operational planning, and determine incentive compensation. Management believes these non-GAAP financial measures provide useful supplemental information regarding the performance of the Company’s ongoing operations and should not be considered as an alternative to the comparable GAAP financial measure. Additionally, management believes these non-GAAP financial measures allow for meaningful comparisons and analysis of trends in the Company’s businesses and enables investors to evaluate operations and future prospects in the same manner as management. All non-GAAP financial measures presented herin are reported on a continuing operations basis. The following provides an explanation of each non-GAAP financial measure presented in these materials (on a continuing operations basis, where applicable): Adjusted operating income is defined as operating income (loss) excluding the items listed below, to the extent naturally included in operating income (loss). Adjusted net earnings is defined as net earnings attributable to controlling interest excluding the after-tax effect of the excluded items outlined below. Adjusted diluted EPS is defined as adjusted net earnings divided by diluted weighted-average shares outstanding for the applicable period. Adjusted earnings per diluted share (“Adjusted EPS”) is defined as adjusted net earnings divided by diluted weighted-average shares outstanding. Adjusted EBITDA is the measure by which management evaluates segment performance and overall profitability. EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA excludes additional items including, but not limited to, those listed below, as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of ongoing operations. Adjusted EBITDA also excludes stock-based compensation due to its non-cash nature, which is consistent with how management assesses operating performance and determines incentive compensation. At the segment level, adjusted EBITDA includes expense allocations for centralized corporate back-office functions that exist to support the day-to-day business operations. Public company and other governance costs are held at the corporate level within the unallocated corporate and other category. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales. Free cash flow is a non-GAAP financial liquidity measure that is used by the Company to assess its ability to generate cash beyond what is required for its business operations and capital expenditures. The Company defines free cash flow as net cash flows from operating activities less investment in property, plant, and equipment. Free cash flow conversion is a non-GAAP financial measure that is used by the Company to measure how much of its adjusted net earnings attributable to controlling interest is converted into cash. The company defines free cash flow conversion as free cash flow divided by net earnings. Net debt to trailing twelve months (TTM) adjusted EBITDA (Net Leverage) which is a non-GAAP financial measure that is used by the Company as a measure of leverage. Net debt 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) the sum of which is divided by TTM adjusted EBITDA.
Use of Non-GAAP Measures and Definitions (Continued) EXCLUSIONS FROM NON-GAAP FINANCIAL MEASURES Management believes it is useful to exclude the following items from its non-GAAP financial measures for its own and investors’ assessment of the business for the reasons identified below. Additionally, management may exclude other items from non-GAAP financial measures that do not occur in the ordinary course of the Company’s ongoing business operations and note them in the reconciliation from net earnings from continuing operations to the non-GAAP financial measure adjusted EBITDA from continuing operations. Impairment charges are excluded because they do not occur in the ordinary course of the Company’s ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, which management believes facilitates the comparison of historical, current and forecasted financial results. Restructuring activities consists of established programs that are intended to fundamentally change the Company’s operations, and as such are excluded from its non-GAAP financial measures. The Company’s restructuring programs may include closing or consolidating production facilities or moving manufacturing of a product to another location, realignment of the management structure of a business unit in response to changing market conditions or general rationalization of headcount. The Company’s restructuring activities generally give rise to employee-related costs, such as severance pay, and facility-related costs, such as exit costs and gains or losses on asset disposals but may include other incremental costs associated with the Company’s restructuring activities. Restructuring and other expense, net, may also include other nonrecurring items included in operating income but incremental to the Company’s normal business activities. These items are excluded because they are not part of the ongoing operations of the Company’s underlying business. Separation costs, which consist of direct and incremental costs incurred in connection with the completed Separation are excluded as they are one-time in nature and are not expected to occur in periods following the Separation. These costs include fees paid to third-party advisors, such as investment banking, audit and other advisory services as well as direct and incremental costs associated with the Separation of shared corporate functions. Results in fiscal 2024 also include incremental compensation expense associated with the modification of unvested short and long-term incentive compensation awards, as required under the employee matters agreement executed in conjunction with the Separation. Non-cash charges in miscellaneous expense are excluded due to their non-cash nature and the fact that they do not occur in the normal course of business and may obscure analysis of trends and financial performance. Loss on extinguishment of debt is excluded because it does not occur in the normal course of business and may obscure analysis of trends and financial performance. Additionally, the amount and frequency of this type of charge is not consistent and is significantly impacted by the timing and size of debt extinguishment transactions. Corporate costs eliminated at Separation reflect certain corporate overhead costs that no longer exist post-Separation. These costs were included in continuing operations as they represent general corporate overhead that was historically allocated to the Company’s former steel processing business but did not meet the requirements to be presented as discontinued operations. Pension settlement charges are excluded due to their non-cash nature and the fact that they do not occur in the normal course of business and may obscure analysis of trends and financial performance. These transactions typically result from the transfer of all or a portion of the total projected benefit obligation to third-party insurance companies. One-time tax effects of Separation are charges to income tax expense primarily related to non-deductible transaction costs. They are excluded because they are one-time in nature and not expected to occur in periods following the Separation. Non-recurring loss in equity income is excluded because it does not occur in the normal course of business and is inherently unpredictable in timing and amount.
EX-99.2
Company Name: Worthington Enterprises, Inc. (WOR)
Event: CJS Securities 26th Annual New Ideas for the New Year
Date: January 14, 2026
<<Will Gildea, Analyst, CJS Securities>>
Good morning. Thank you all for coming to the 26th Annual CJS Securities New Ideas for the New Year Conference. I'm Will Gildea, a Research Analyst at CJS. Our next presentation is from Worthington Enterprises. We're very happy to have with us today Joe Hayek, CEO; Colin Souza, CFO; and Marcus Rogier, Treasurer and Investor Relations.
Worthington Enterprises is a consumer and building products company with a portfolio of leading offerings across niche markets. The business generates healthy margins, strong free cash flow and attractive returns supported by favorable macro trends. We'll start with a brief 10 to 15-minute overview from the company. Following that, I'll ask a series of questions. As a reminder, if you would like to ask a question, please submit it through the portal and we'll do our best to make sure we cover it.
With that I'll turn it over to Joe. Thank you very much for being here.
<<Joseph B. Hayek, President and Chief Executive Officer>>
Thank you, Will, appreciate being included and appreciate everybody joining us this morning. Very happy to chat for a few minutes with you about Worthington Enterprises and then, as Will mentioned, we'll go through some Q&A. But Worthington Enterprises stands in the shoes of a company known as Worthington Industries for the first 68 years that it existed. We were founded in 1955 by John McConnell, who is the gentleman you see there in the picture, grew into two businesses, steel processing and what we know now today and where we are as Worthington Enterprises.
We completed a separation of the steel processing business, December 1st of 2023, so a little more than two years ago. And it has been a really good value creation opportunity that's been created because both companies had good strategies that are unique and were just quite different. And so Worthington Steel is a public company, a unique, one of a kind steel processor. And Worthington Enterprises is a leading designer and manufacturer of building products and consumer products.
The cornerstones for us in terms of how we operate and think about our business is one, our culture. We are a people first, performance-based culture, profit sharing incentives at all levels of the organization. But the culture that we have built and sustained allows us to attract and retain fantastic people who stay longer than others do in other places. And as everybody knows, people get better at their jobs the more that they're in those jobs. And so we are very proud of that culture, but we also leverage it as a competitive advantage.
We also, when we're good, are commercially excellent. We're really easy to do business with. We strive very hard to understand our customers pain points. Over two thirds of our products end up
being used by contractors. They might pick up those products through distribution more on the building product side of our business. They might choose to go and pick up those products at a hardware store more on the consumer side of our business. But regardless, our customers are selling to contractors. And we try very hard to understand how we can make our customers lives easier, how they can sell more. We've always thought of ourselves not as selling to distributors, but selling through distributors. And that served us really well.
We're also very good at manufacturing. We've been at it for a long time. Over 80% of our products are sourced, manufactured and sold here in the U.S. 6% or 7% of our sales are situations where we design the product and then they're manufactured for us. Those are, I would call those maybe the more tariff exposed products. And then the reminder is European, primarily sourced, manufactured and sold.
The other cornerstone really for us is what we consider our business system, the Worthington Business System and there are three components to that. The first is innovation. We try very hard to innovate anywhere we can. We're in lots of niche markets where we have leadership opportunities and we get to those opportunities because we innovate, sometimes in markets that haven't seen innovation for quite a while. We continue to focus on that. It's resulted in new placement, new products and lots of growth opportunities for us going forward.
Transformation is the second leg of that stool that really is for us manufacturing excellence, continuous improvement, automation, things where we are on the manufacturing floor striving to do more with less, whether that's working capital or hours put in during a day. And then the third leg of that stool is M&A. We're fortunate that we have businesses that generate a fair amount of free cash flow and we can redeploy that cash flow in a balanced way. Certainly with respect to CapEx would pay a dividend. We opportunistically buy back shares. But we also have an acquisition playbook and we've had a couple of acquisitions in the last year and a half and then one that is pending. Colin will talk more about those in a few minutes.
In terms of the way we segment the business, it is building products and consumer products. Revenue wise it's about 60%. Looking backwards, LTM building products that will probably tilt a little bit more towards building products as we have a couple of acquisitions that are in building products that will continue to grow that revenue. EBITDA wise in part because of the joint ventures it's probably – it's closer to 75% skewed towards building products.
And so I'll get into the Building Products business a little bit here and just give you a bit more detail, won't read the slide to you, but heating and cooking, cooling and construction, water, and then systems and components. You can see the pieces within those SBUs if you will, the systems and components piece is where Elgen sits on the HVAC side, the business that we acquired in June. LSI, which we announced, a pending acquisition of in December, once that deal is closed that will be in that group as well.
LTM $750 million of revenue and $235 million of EBITDA. A good portion of that EBITDA comes from the building products joint ventures, specifically WAVE, which is a great JV that we have with Armstrong World Industries. It's 34 years old this year. It's 50:50. It's a great business that does grid ceilings. We do – we have a lot of input and thoughts around how the manufacturing
process works. Armstrong is also on the sales side and they also have the mineral fiber acoustical tiles that sit in between the grid system. You can see the financials on the right there.
ClarkDietrich, 25% owned by us. It is a little younger, 14, 15 years old. Our JV partner that owns 75% is Marubeni-Itochu Steel America, or MISA. Business is based in Cincinnati, but they're a great franchise. It's a great business, a national player with lots of capabilities that most people don't have. They're in a little bit of a tough market right now, as you've heard us describe on our earnings calls with commercial construction really peaking in May of 2024 and kind of coming off since then. WAVE is 70 plus percent repair and remodel. ClarkDietrich is probably the reverse, more like 30% repair and model, 70% new. A lot of our business overall is getting outside the JVs even is really aligned or correlated with the maintenance, repair and remodel of things. The only – the primary piece, right, that's impacted by new on the building product side is ClarkDietrich.
On the consumer products side, similar analysis, we have three primary groups there. Our tools business, which is torches, hand tools, drywall tools, outdoor living, which for us the largest piece of that is the Coleman camping gas and the Bernzomatic camping gas, there are also garden tools, and then grills and griddles and pizza ovens. And then our celebrations business, which is largely the Balloon Time franchise. There has been a great NPD, new product development, within the celebrations business. You see those larger tanks there, the newer tank on the far left and then the air inflator are both new products in the last couple years and they’ve really allowed us to get great, significant new placement.
I think our store count, we talked about this in December, our store count with Balloon Time is up 63% in the last couple years. So, that’s just a lot of additional doors, and a lot of additional exposure and some good growth for that business. And you can see the revenues and the profitability of that business. It’s a good business. It’s got some great opportunities. They have some headwinds. As you think about a few of the tariff implications, I mentioned before, and you think about high interest rates and people not super mobile in their homes, and you also look at where things are trending in terms of the cautious consumer.
So the resilience of our business is really on full display. If you look at this business to be up and flattish in the market that we’ve been in the last couple years, despite some of those headwinds to us is a really good indicator that we’re doing the right things and that we have lots of opportunities as market conditions improve.
I will turn it over to Colin for the next few slides.
<<Colin Souza, Vice President and Chief Financial Officer>>
Thank you, Joe. And thanks Will and CJS for having us.
I’ll talk a little bit about our acquisition strategy here. We do have a disciplined M&A strategy. It really complements some of the really strong and diversified base of businesses we have across our portfolio. We maintain an active and healthy M&A pipeline that’s supported by a dedicated team here in Columbus. And acquisitions are really, Joe talked about our business system, they are really an important driver of our growth strategy.
The criteria we show here, it’s focused on market leaders and niche areas of consumer and building products. We’re really looking for high margin and lower capital intensity businesses to add to the portfolio. And once we find those opportunities, we work really hard to validate, diligence, the quality of the business and assess if that business has a sustainable, competitive advantage.
And then furthermore, we look to validate is there the ability to add value to the company under the Worthington Business System, this could be from value drivers like operational excellence around metals manufacturing or leveraging our purchasing capabilities or supply chain capabilities or on the commercial front, just leveraging how we go-to-market and our channel strength. So we look at all those things as we assess these companies and then once we acquire these companies, we’re committed to integrating and executing on the investment thesis that we laid out.
We’re fortunate we have a really strong balance sheet, consistent free cash flow generation and really meaningful financial flexibility. So we’re really well positioned to pursue M&A and the right M&A as opportunities arise. And on the right hand side of the slide you see both Elgen and LSI are really good examples of our M&A strategy in action.
On this slide I’ll talk a little bit about LSI which we’re really excited about this acquisition. It’s a natural extension of Worthington’s expertise in building products. It checks all the criteria that we talked about on the last slide. LSI is a leading player in the commercial metal roofing clips market. We’ve determined and believe that this is an attractive niche and it’s driven by resilient, commercial and retrofit demand in metal roofing. They have a very strong financial profile, really strong margins, north to 40% EBITDA margins and that’s really driven by in a testament to the quality of their business.
These are engineered products. They are specified into roofing systems which creates higher switching costs and they have really long-term, longstanding customer relationships. So we’re really excited about, what we can do together with the business. Deploying the Worthington Business System there we think has meaningful value creation opportunities. And then we also believe the more we got to know the team, their headquartered in Indiana, they’re a really strong cultural fit for Worthington. So excited to get this closed. We believe in January and execute on the investment thesis here.
So I’ll talk a little bit about our EBITDA performance here and what you can see we’ve had meaningful year over year improvement on a trailing twelve-month basis. This is as of our second quarter.
And adjusted EBITDA is up 21% overall it’s up nearly $50 million. And on top of that you see some margin expansion of roughly 260 basis points.
So results are up in a number of areas across Building Products, WAVE and Consumer Products and in particular within Building Products, this is just a great example of our strategy in action paired with really strong execution. Within that business Joe talked about it a little bit, we’ve seen our markets beginning to cooperate more over the past year, particularly in our heating and cooking, and cooling and construction verticals.
End markets for us they’re still not perfect but we’ve made some really good investments into this space that are paying off with improvements in productivity as we see the recovery there. We’re primarily a domestic manufacturer here and in a lot of these verticals we’re the only domestic manufacturer. And that paired with an even playing field, we’re really able to differentiate with our service and our offering and that’s proven to show value to our customers within our end markets.
And then lastly, acquisitions will continue to make an impact there. I talked about Elgen, which we closed in Q1. We’re really excited about that opportunity. And then LSI, we expect to close this quarter, which would be Q3. WAVE, you see, is our ceiling grid business. Joe talked about that. Our joint venture, they continue to perform very well and contributes EBITDA really in a flat market environment. So continued strong execution there.
And then Consumer Products as well continues to perform well, we believe, grabbing market share in a tough environment. There is slowness in consumer spending, reduced repair and remodel on homes, there is tariff exposure, higher interest rates, just general macro uncertainty. And the Consumer Products business contribution here is really impressive given all these headwinds in the space.
And then you see the red bar here is really, despite a $15 million decline in earnings, Joe talked about with ClarkDietrich and some of the headwinds that they face, but you see really strong performance overall. We feel really good about what we can control and our teams are executing well, which is showing up in the financials here on the slide.
And then lastly here, we like to show how we stack up against other, what we believe high quality industrial companies that we would consider peers. This is based on the most recent Q2 trailing 12 months. You see 22.7% adjusted EBITDA margin, nearly 96% free cash flow conversion. We have less than a half turn of net-debt-to-EBITDA.
Our CapEx is temporarily elevated due to some of the facility modernization projects we’ve talked about each quarter. We spent $30 million on our facility modernization project in the trailing 12 months' figures. And we have roughly another $30 million or so to spend over the next few quarters there, in particular with our big project in Consumer Products in Chilton, Wisconsin. But we believe we stack up well against these peers and we'll continue down the path that we've talked about. We're laser focused on improving these results and executing on our strategies.
With that, I'll turn it over back over to Will.
<<Will Gildea, Analyst, CJS Securities>>
Thank you very much for that overview. Looking at the two JVs, let's start with WAVE, where contributions continue to grow consistently even in a flattish market environment. What are the drivers behind that and the outlook from here?
<<Joseph B. Hayek, President and Chief Executive Officer>>
Yeah. Will, this is Joe. I think outlook-wise some will depend on the strength of the end markets. WAVE has done a fantastic job in a pretty flat market. They've got great solutions that enable contractors that are using WAVE solutions to save money and save time on installations. They're a great example of how we try and think of ways to improve the prospects of our customers. And so those contractors can use a WAVE product, which is maybe, I'm making this up, a third of the overall spend on the job, but then save time on the install, which is the labor, which is two thirds of that.
So they've done a great job. And they've continued to see strength in data centers and education, healthcare, and some transportation and retail opportunities. Commercial is still a little slow. Data center is in commercial and a lot of the ways that people monitor markets. So it's propping it up a bit, but it is starting to come back. You see, there are cycles, and I'm not. Nobody's ready to say, yep, the office space is where it's at. But at some point that will kind of return to a more normal environment.
And the same thing will happen with ClarkDietrich, we believe. I don't know if that's in six days or six months or in a year, but their markets are such that as commercial construction picks back up, they're very well positioned. They're the largest. They have a great array of solutions. They have a nationwide presence, and they're really good at what they do. They're doing what they need to make sure that they're not mortgaging the future. But they're also kind of watching their pocketbook a little bit as the market's a little bit lean for them. So really happy with those JVs and believe that they're well positioned as we head forward, regardless of the market conditions that we see.
<<Will Gildea, Analyst, CJS Securities>>
Thank you. Switching gears to consumer products, continued momentum there. How should recent placement wins' impact growth potential in fiscal year 2026 and beyond? And what runway remains for further retailer penetration?
<<Joseph B. Hayek, President and Chief Executive Officer>>
Colin, you want to take that one?
<<Colin Souza, Vice President and Chief Financial Officer>>
Yeah. So really excited about. We talked about some of the headwinds in consumer products, and they continue to operate very well. And a lot of that is what we shared and what you mentioned Will is it's gaining new placements and expanding market share. They're expanding into new channels. For example, our drywall tools expanding into the Sherwin-Williams paint channels. We're seeing new placement and higher store count with our Balloon Time product. And it's just a testament to the diversification with our portfolio in consumer products. The strength of our brands and our market share, our leadership and the teams are just executing really well there.
So we know it's a tough environment. We're not sure when that's going to improve, just the broader macro space. But we are very convicted by what we're able to execute on, which is just grabbing that incremental and organic growth and executing on that playbook. So we don't expect that to slow down. We were still very excited about the brands and the teams are really working hard to squeeze out that incremental gains in the face of these headwinds.
<<Will Gildea, Analyst, CJS Securities>>
Thank you. And the wholly owned building products can you discuss how the winter season is shaping up in heating and cooking and the outlook for the next few quarters?
<<Joseph B. Hayek, President and Chief Executive Officer>>
Sure. Well, for us, we have some seasonality in our business. Q3 and Q4 tend to be seasonally stronger than Q1 and Q2, and that's in part because you're heading into the spring in late Q3 and Q4, and you're in the winter, if you will, in Q3. But for us, the heating and cooking business is an important business. It's a legacy business for us, and we have great solutions there. In the smaller cooking business, we gained a lot of share over the past couple of years. That's a kind of steady as she goes business for us at this point in the larger heating business. And we continue to take advantage of market conditions where you've got a transition from heating oil in a lot of cases to propane. It's a much cleaner, it's a much more efficient, cheaper gas, particularly in the Northeast and into Canada.
But then the other side of that is, we're working really hard on innovation. And so again, going back to who our customers are. In this case, it's the propane resellers, the propane marketers that are out there. If we can make their lives easier with monitoring the tanks, being able to tell where they are, how far they are, when they might need to be refilled, and we can embed those solutions, we can empower those companies to be able to do more and to be more efficient themselves. And so that's really where we continue to focus and we're pleased with those businesses and the way that's going. And we really think that it's not going to meaningfully change from where our expectations are, and we'll continue to gain share where we can, but innovate to earn the right to do that.
<<Will Gildea, Analyst, CJS Securities>>
Thank you. Can you talk a little about Section 232 tariffs? Which areas of the portfolio face the greatest import competition and how are customers reacting to tariffs?
<<Joseph B. Hayek, President and Chief Executive Officer>>
Sure. Colin?
<<Colin Souza, Vice President and Chief Financial Officer>>
Yeah. So will the tariff exposure, Joe touched on it a little bit earlier. We have, across the company, it's between 6% to 7% of our revenue where we're sourcing products primarily in Asia and bringing
those in and distributing those to customers. And that's really where the concentration of our tariff exposure is. And over the last year, our teams have been actively working on strategies to mitigate that. And it's really three levers that we pursue there. We're working with, or we've worked with those suppliers to take cost out to better serve our markets here. We will resource to other suppliers where necessary. And then in addition to that, we pair it with price increases. And so that's not work that happens with the flip of a switch. It takes many quarters for that to really come to fruition.
But we were pleased with, by the end of Q2, early Q3, we had pulled all of those levers and we felt good about where we were to continue to serve the markets here on the consumer side. So really pleased with the effort there. It does take time to work through the system, but overall we're fortunate. We've talked about this before. We are a primarily domestic manufacturer in the majority of our value streams and a number of those we’re the only domestic manufacturer. So our value proposition to our customers has never been more evident. And we support an even playing field and are continuing to show up for our customers and add value to their supply chains in meaningful ways. And we don't expect that to change moving forward.
<<Will Gildea, Analyst, CJS Securities>>
Very helpful. Thank you. Looking at your two recent acquisitions, can you provide an update on the Elgen integration and how performance is tracking relative to expectations?
<<Joseph B. Hayek, President and Chief Executive Officer>>
Colin, you want to take that one?
<<Colin Souza, Vice President and Chief Financial Officer>>
Yeah. So with Elgen, we closed this acquisition in the middle of June. So that was our Q1. We spent the first two quarters there focused on integration. We've got a rigorous integration playbook. A lot of that incorporates some non-negotiables around safety and security. And sometimes those are the right things to do, but they can be a little disruptive to the operations.
And that's been the case with temporary disruption initially, early on, that we're okay with because we were able to get the right people in place, the right equipment in place. We made some nominal kind of good investments into that facility. And we're more convicted about that business than ever. The end markets there are very healthy. They serve the commercial HVAC industry. They've seen some really strong demand in those spaces in a number of areas.
They manufacture strut, which also goes into the data center space, and we've gotten a chance to work closer and closer with the teams there. It's still a really good culture and really good and excited about the investment thesis is still intact and excited about what that business can contribute to Worthington as we move forward.
<<Will Gildea, Analyst, CJS Securities>>
Thank you. And can you discuss the investment thesis behind the LSI acquisition to add some more color? And what are the drivers behind the 40% EBITDA margins at LSI?
<<Colin Souza, Vice President and Chief Financial Officer>>
Yeah, sure. So the LSI acquisition, I touched on it a little earlier. Really strong strategic fit for us. It checks all the boxes that we outline in our criteria. They are absolutely a market leader in this attractive niche of metal roofing clips. Their margins, as you mentioned, really strong, north of 40% EBITDA margins. We believe that's just a testament to the niche they occupy, what they're able to do in terms of serving their customers. It's a sticky business model. They service their metal roofing OEMs through their customers really, really well.
And they've been able to maintain these long-term relationships. The products they manufacture, they're engineered, they're designed, they're specified into these roofing systems. And they're just a low dollar cost of the total bill of materials of those roofing systems. So all that combines to really create a strong moat and a strong sustainable competitive advantage, we believe. We spent a lot of time and diligence testing that out and validating that.
So all that goes into just the margins that they're able to earn in their space. And then what got us more conviction around it is just the opportunity plugging that into our portfolio, working alongside our teams, deploying the Worthington Business System, and really layering on operational expertise and capabilities, our supply chain and purchasing capabilities, and then just our support from a go-to-market standpoint and the breadth of our footprint. It's another really, really strong domestic manufacturer that is serving this critical kind of input into these really attractive, resilient commercial metal roofing end markets.
<<Will Gildea, Analyst, CJS Securities>>
Thank you. Switching gears, can you provide an update on the $80 million of CapEx spend earmarked for facility modernization? What part of the portfolio? Yeah.
<<Joseph B. Hayek, President and Chief Executive Officer>>
Sure, Will. We have CapEx. We run rate at plus or minus 3% of revs. The facility modernization projects, there were two. One is fully complete, and we thought about roughly $80 million between the two facilities. The other one is in our camping gas business in our facility in Wisconsin. We're building a new building there. The completion date for that, we probably have another $30 million-ish to go, and it should be done late summer, early fall of this year, though there's a chance that sometimes it bleeds just with construction timing and everything else.
But we're excited about the moat that is enhanced by the investments that we've made. But again, as we get past that, and you look at our free cash flows, excluding those investments in the last year or 12 months, it's like $191 million. And so we would anticipate our CapEx reverting back to plus or minus 3% of revs. And that'll include some growth projects, but nothing as sizable as what we've been up to in the last couple of years.
<<Will Gildea, Analyst, CJS Securities>>
Thank you. And I'll try to sneak in one more here. Can you talk about your target leverage range and how the M&A pipeline looks today?
<<Joseph B. Hayek, President and Chief Executive Officer>>
Sure. Colin, can you take it?
<<Colin Souza, Vice President and Chief Financial Officer>>
Yeah. So less than a half turn of net debt-to-EBITDA now post-LSI or pro forma leverage would be roughly 1.1 times debt-to-EBITDA. We're conservative from a balance sheet and leverage standpoint. We appreciate and are committed to our investment-grade rating. And this gives us – the strong balance sheet really gives us good financial flexibility to deploy capital where we see fit, and that's going to be on M&A.
We've got a really strong balance sheet, but our capital allocation priorities have a bias towards growth. Joe talked a little bit about our dividend and our CapEx plans. The CapEx will be slightly elevated here over the next few quarters. But over time, over a long-term period, we do have that bias towards growth and deploying capital with a lean towards M&A. And so we don't see that changing, but those are kind of our priorities and how we think about leverage and capital allocation.
<<Will Gildea, Analyst, CJS Securities>>
Great. Thank you. We'll stop there. Joe, Colin, and Marcus, thank you very much for the time. We're looking forward to the next update and as a reminder to all, if we can help with any follow-up or feedback on Worthington or any of the other companies you've heard from today, please do let us know. Greatly appreciated.
<<Joseph B. Hayek, President and Chief Executive Officer>>
Thank you, Will. Thanks, everybody. Appreciate the time.