WS — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-07-30

• We operate 34 manufacturing facilities located in the U.S. (19), Canada (2), China, India, Germany, Mexico (4), Italy (3), France, Slovakia, and Switzerland. In addition, our Serviacero joint venture operates three additional manufacturing facilities in Mexico. On June 3, 2026, subsequent to the com…

• Our philosophy is rooted in the belief that people are our most important asset and is the basis for our unwavering commitment to our employees, customers, suppliers, and shareholders. Our primary goal is to create value for our shareholders. Built on the successful

• foundation of the Worthington Business System, a strategic framework designed to drive continuous improvement through the use of enabling tools and technology that help drive results and inform our business decisions, we apply a disciplined approach to capital deployment and seek to grow earnings by…

• On June 3, 2025, we, through our wholly owned subsidiary Tempel Steel Company, LLC (“Tempel”), completed the acquisition of 52% of the issued and outstanding capital stock of S.I.T.E.M. S.p.A., a joint stock company incorporated under the laws of Italy (“Sitem” and, together with its subsidiaries, S…

• We own a controlling interest in four consolidated operating joint ventures: Spartan Steel Coating, L.L.C. (“Spartan”) (52% interest); TWB Company, L.L.C. (“TWB”) (55% interest); Worthington Samuel Coil Processing, L.L.C. (“WSCP”) (63% interest); and the Sitem Group (52% interest). We own a noncontr…

Text removed vs the prior filing · source: 10-K · 2025-07-29

• We operate 28 manufacturing facilities located in the U.S. (19), Canada (2), China, India, Germany, and Mexico (4). On June 3, 2025, subsequent to the end of fiscal year ended on May 31, 2025 (“fiscal 2025”), through our subsidiary Tempel Steel Company, LLC (“Tempel”), we acquired a 52% controlling …

• Our philosophy is rooted in the belief that people are our most important asset and is the basis for our unwavering commitment to our employees, customers, suppliers, and shareholders. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Bus…

• deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing new products and applications, and pursuing strategic investments and acquisitions.

• We own a controlling interest in three consolidated operating joint ventures: Spartan Steel Coating, L.L.C. (“Spartan”); TWB Company, L.L.C. (“TWB”); and Worthington Samuel Coil Processing, L.L.C. (“WSCP”) and a non-controlling interest in one unconsolidated joint venture, Serviacero Planos, S. de R…

• Our fiscal year and fourth quarter ends on May 31, with “fiscal 2025” ending on May 31, 2025, “fiscal 2024” ending on May 31, 2024, and “fiscal 2023” ending on May 31, 2023. Our other quarterly periods end on the final day of August (first quarter), November (second quarter) and February (third quar…

Text added vs the prior filing · source: 10-K · 2026-07-30

• We and our shareholders are subject to a number of risks, including risks related to our business operations, risks related to the Kloeckner Acquisition, risks related to owning our common shares and other general risks. The following is a summary of the material risks we and our shareholders face a…

• Our net sales are heavily concentrated in the automotive and construction end markets;

• Financial difficulties and bankruptcy filings by our customers;

• Fluctuations in raw material prices and our ability to pass on increases in raw material costs to our customers;

• Interruptions in deliveries of needed raw materials or supplies;

Text removed vs the prior filing · source: 10-K · 2025-07-29

• impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected.

• We are unable to predict the duration of the current economic conditions or the magnitude or timing of changes in economic activities, which could adversely affect our customers and, in turn, our business. Our business depends on demand from customers across various end markets, including automotive…

• Significant reductions in sales to any of the Detroit Three automakers, or to our automotive-related customers in general, could have a negative impact on our business. Approximately 52% of our net sales are to automotive-related customers. Although we do sell to the domestic operations of foreign a…

• The closing, idling or relocation of our suppliers’ manufacturing facilities could have a negative impact on us. If delivery from a supplier is disrupted, particularly with respect to certain types of specialty steel, it may be more difficult to obtain an alternate supply than in the past. These clo…

• The loss of key supplier relationships could adversely affect us. Over the years, we have developed relationships with certain steel and other suppliers which have been beneficial to us by providing more assured delivery and a more favorable all-in cost. If any of those relationships were disrupted,…

Text added vs the prior filing · source: 10-K · 2026-07-30

• During fiscal 2026, we continued integrating commercially available AI technologies into our long-term transformation strategy. Through these efforts, we use AI to generate insights, evaluate strategies, and automate routine tasks, improving productivity and strengthening internal decision-making. W…

• On June 1, 2026, we incurred indebtedness in the form of (1) the 2033 Notes, due June 1, 2033, and (2) the seven-year Term Loans under the Term Loan Facility.

• On June 3, 2026, we closed the Kloeckner Acquisition, at which date we owned approximately 60.86% of Kloeckner’s total outstanding share capital.

• On June 15, 2026, we settled our binding agreement to acquire one million additional Kloeckner shares at €11.00 per share (approximately $12.7 million), bringing our total ownership to approximately 61.87% of Kloeckner’s total outstanding share capital.

• On June 24, 2026, the Board declared a quarterly dividend of $0.16 per common share payable on September 29, 2026, to shareholders of record at the close of business on September 15, 2026. Refer to “Note 21 – Subsequent Events” for additional information.

Text removed vs the prior filing · source: 10-K · 2025-07-29

• consolidated and combined statements of earnings and consolidated and combined statements of comprehensive income, respectively. Our remaining joint venture, Serviacero Worthington, is unconsolidated and accounted for using the equity method.

• Finalized the definitive agreement to acquire a controlling equity stake in Italy-based Sitem Group. The transaction closed on June 3, 2025, subsequent to the end of fiscal 2025.

• On June 25, 2025, the Board declared a quarterly dividend of $0.16 per common share payable on September 26, 2025, to shareholders of record at the close of business on September 12, 2025. Refer to “Note 21 – Subsequent Events” for additional information.

• Our remaining net sales are to other markets such as agricultural, appliance, construction, container, energy, heavy truck, HVAC, industrial electric motor, generator, and transformer. Given the many different products that make up our net sales and the wide variety of end markets we service, it is …

• Total volume (tons) decreased 5% compared to the prior year, with our direct shipments down 4% and toll shipments down 7%. Toll volumes were down primarily with our steel mill customers as they required less outside processing to meet their production requirements. Direct shipments to the automotive…

Text added vs the prior filing · source: 10-K · 2026-07-30

• Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in certain foreign currencies. These contracts covered periods commensurate with known or expected exposures throughout fiscal 2026. The derivative financial instruments were executed with highly rate…

• During fiscal 2026, we executed a Euro/U.S. Dollar foreign currency forward contract to hedge a portion of the expected purchase price of the Kloeckner Acquisition and subsequently increased the notional amount. As the expected closing date of the Kloeckner Acquisition was accelerated, we entered in…

• The notional values and corresponding interest rates are disclosed in “Note 16 – Derivative Financial Instruments and Hedging Activities” to the consolidated and combined financial statements located in Item 8 of this Form 10-K.

• Total foreign currency transaction gains and losses included in our net earnings were gains of $3.1 million in 2026, $2.4 million in 2025, which included a $4.0 million gain on Sitem Group purchase derivative, and $0.9 million in 2024, respectively.

• The fair values of our outstanding derivative positions as of May 31, 2026, and May 31, 2025, are summarized below. Fair values of these derivative financial instruments do not consider the offsetting impact of the underlying hedged item.

Text removed vs the prior filing · source: 10-K · 2025-07-29

• denominated in currencies other than the functional currency. In response to the devaluation of foreign currencies (including those deemed highly inflationary), any lags or inability (due to government restrictions) to implement price increases or the negative impacts of such actions may lead to a d…

• Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in the certain foreign currencies. These contracts covered periods commensurate with known or expected exposures throughout fiscal 2025. The derivative financial instruments were executed with highly …

• Total foreign currency transaction gains and losses included in our net earnings were gains of $2.4 million in 2025, which included a $4.0 million gain on Sitem Group purchase derivative, $0.9 million in 2024, and $2.6 million in 2023, respectively.

• The fair values of our outstanding derivative positions as of May 31, 2025 and 2024 are summarized below. Fair values of these derivative financial instruments do not consider the offsetting impact of the underlying hedged item.

• A sensitivity analysis of changes in the price of hedged commodities and foreign currency exchange contracts indicates that a 10% decline in the market prices of steel, zinc, scrap, natural gas or any combination of these, or a 10% decrease in the hedge currencies would not have a material impact to…