Worthington Steel Reports Second Quarter Fiscal 2026 Results

COLUMBUS, Ohio, December 17, 2025 – Worthington Steel, Inc. (NYSE: WS), a market-leading, value-added metals processing company, today reported financial results for the fiscal 2026 second quarter ended November 30, 2025.

Second Quarter Highlights (all comparisons to the second quarter of fiscal 2025):

“Our results this quarter reinforce that our strategy is working,” said Geoff Gilmore, president and CEO of Worthington Steel. “By staying focused on higher-value solutions, disciplined product mix, inventory management, and outstanding service, we are building a stronger, more resilient earnings profile even as markets remain mixed. We believe that focus will continue to serve us well as conditions evolve heading into calendar 2026.”

Financial highlights for the fiscal 2026 periods and the comparative periods are as follows:

(In millions, except volume and per share amounts)

Quarterly Results

Net sales for the second quarter of fiscal 2026 were $871.9 million, an increase of $132.9 million, or 18%, compared to the prior year quarter. The increase was driven primarily by higher direct volumes and, to a lesser extent, higher average direct selling prices. The increases were partially offset by lower toll volumes as well as slightly lower average toll selling prices. Direct tons sold increased by 13%, of which the Sitem Group accounted for approximately 2% of the increase. Toll volumes decreased 24% in the second quarter of fiscal 2026 compared to the prior year quarter. The decrease in toll volumes was primarily related to lower volumes from Worthington Samuel Coil Processing (“WSCP”) due to the closure of the toll processing manufacturing facility in Cleveland, Ohio in May 2025, as well as softening demand from mill customers. Direct selling prices increased 7% and toll selling prices decreased 4% in the second quarter of fiscal 2026 compared to the prior year quarter. The mix of direct tons versus toll tons processed was 65% to 35% in the second quarter of fiscal 2026 compared to 55% to 45% in the prior year quarter.

Gross margin in the second quarter of fiscal 2026 increased by $13.2 million over the prior year quarter to $93.2 million. The increase was driven primarily by higher direct volumes and higher direct spreads, partially offset by lower toll margins. Higher direct volumes favorably impacted gross margin by $16.5 million. Direct spreads, up $6.5 million, were impacted by a $6.2 million favorable change from an estimated $13.4 million inventory holding loss in the prior year quarter to an estimated $7.2 million inventory holding loss in the second quarter of fiscal 2026. Toll margins, down $10.5 million, were negatively impacted by $7.7 million due to lower volumes and by $2.7 million due to an unfavorable change in toll mix. Sitem Group contributed $1.6 million in gross margin.

Operating income increased $2.8 million from the prior year quarter to $21.7 million. The increase was driven primarily by a $13.2 million increase in gross margin, partially offset by higher selling, general and administrative (“SG&A”) expense, and a $0.6 million impairment of assets. The $9.8 million increase in SG&A expense, which included $2.5 million due to Sitem Group, was primarily attributable to an increase in compensation expense and professional fees partially offset by lower bad debt expense. The impairment of assets during the second quarter of fiscal 2026 represents an impairment on machinery at our manufacturing facility in Taylor, Michigan.

Net earnings attributable to controlling interest of $18.8 million in the second quarter of fiscal 2026 compares to $12.8 million in the prior year quarter. Net earnings per diluted share attributable to controlling interest of $0.37 per diluted share for its fiscal 2026 second quarter compares to $0.25 per diluted share in the prior year quarter.

Adjusted net earnings attributable to controlling interest of $19.4 million in the second quarter of fiscal 2026 compares to $9.7 million in the prior year quarter. Adjusted net earnings per diluted share attributable to controlling interest of $0.38 per diluted share compares to $0.19 per diluted share in the prior year quarter. The second quarter of fiscal 2026 adjusted results exclude a $0.4 million after-tax impairment, or $0.01 per diluted share, and a $0.2 million after-tax other loss, net, which did not result in an impact to adjusted net earnings per diluted share. The prior year quarter adjusted results exclude a $2.0 million after-tax pension settlement gain, or $0.04 per diluted share, and a $1.1 million after-tax gain on land sale, or $0.02 per diluted share.

Certain amounts disclosed within the Company’s quarterly results have been adjusted to conform to the current presentation due to the removal of the deemed dividend on noncontrolling interest recorded in the first quarter of fiscal 2026. The adjustment had an immaterial impact to the presented results.

Balance Sheet, Cash Flow and Capital Allocation

As of November 30, 2025, the Company had cash and cash equivalents of $89.8 million. During the second quarter of fiscal 2026, net cash provided by operating activities was $99.3 million compared to $68.0 million in the prior year quarter. Investment in property, plant and equipment during the second quarter of fiscal 2026 was $24.7 million compared to $34.8 million in the prior year quarter. The Company generated free cash flow (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) of $74.6 million in the second quarter of fiscal 2026 compared to $33.2 million in the prior year quarter.

The Company ended the second quarter of fiscal 2026 with debt of $182.1 million and $89.8 million in cash and cash equivalents, resulting in a net debt (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) position of $92.3 million.

The Company’s board of directors declared a quarterly dividend of $0.16 per common share. The dividend is payable on March 27, 2026, to shareholders of record at the close of business on March 13, 2026.

Conference Call

The Company will review fiscal 2026 second quarter results during its quarterly conference call on December 18, 2025, beginning at 8:30 a.m., Eastern Time. Conference call details are available in the investor section of the Company’s website at www.WorthingtonSteel.com.

About Worthington Steel

Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.

As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.

Safe Harbor Statement

Selected statements contained in this release 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,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “expect,” “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; the anticipated benefits of the Company’s separation from Worthington Enterprises, Inc. (the “Separation”); the expected financial and operational performance of, and future opportunities for, the Company following the Separation; the tax treatment of the Separation transaction; the leadership of the Company following the Separation; 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; the ever-changing effects of the novel coronavirus (“COVID-19”) pandemic and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on our customers, counterparties, employees and third-party service providers; 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: our ability to successfully realize the anticipated benefits of the Separation; 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; the ability to realize expected benefits of strategically deployed capital expenditures; 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, as well as potential adverse impacts as a result of the Inflation Reduction Act of 2022, 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 (“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 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 effect of tax laws in the United States and potential changes for such laws, which may increase the Company's costs and negatively impact its operations and financial results; cyber security risks; risks associated with artificial intelligence technologies; the effects of privacy and information security laws and standards; the cyclical nature of the steel industry; the Company’s safety performance; the effects of competition and price pressures from competitors; 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, 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, you 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.

WORTHINGTON STEEL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
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WORTHINGTON STEEL, INC.
CONSOLIDATED BALANCE SHEETS
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WORTHINGTON STEEL, INC.
CONSOLIDATED BALANCE SHEETS
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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WORTHINGTON STEEL, INC.
NON-GAAP FINANCIAL MEASURES / SUPPLEMENTAL DATA
(In millions, except volume and per share amounts)

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company also presents certain non-GAAP financial measures including (a) adjusted operating income, (b) adjusted earnings before income taxes, (c) adjusted income tax expense, (d) adjusted net earnings attributable to controlling interest, (e) adjusted net earnings per diluted share attributable to controlling interest, (f) net earnings before interest and taxes attributable to controlling interest (“EBIT”), (g) adjusted net earnings before interest and taxes attributable to controlling interest (“adjusted EBIT”), (h) net earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“EBITDA”), (i) adjusted net earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“adjusted EBITDA”), (j) free cash flow, and (k) total debt less cash and cash equivalents (“net debt”).

These non-GAAP financial measures typically exclude impairment and restructuring charges (gains) but may also exclude other 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 the Company’s performance, engage in financial and operational planning, and determine incentive compensation and believes these non-GAAP financial measures provide useful information to investors because they provide additional perspective on the performance of the Company’s ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in the Company’s business and enable investors to evaluate operations and future prospects in the same manner as management.

For the purposes of the subsequent tables, the non-GAAP measures have been adjusted for the items identified below:

The following provides a reconciliation to the non-GAAP financial measures adjusted operating income, adjusted earnings before income taxes, adjusted income tax expense, adjusted net earnings attributable to controlling interest and adjusted net earnings per diluted share attributable to controlling interest from the most comparable GAAP measures for the three- and six-month periods ended November 30, 2025, and November 30, 2024.

To further assist in the analysis of results for the periods presented, the following volume and net sales information for the three- and six-month periods ended November 30, 2025, and November 30, 2024, has been provided along with a reconciliation of the non-GAAP financial measures, EBIT, adjusted EBIT and adjusted EBITDA to the most comparable GAAP measure, which is net earnings attributable to controlling interest. Net earnings margin is calculated by dividing net earnings attributable to controlling interest by net sales. Adjusted EBIT margin is calculated by dividing adjusted EBIT by net sales. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales.

The table below provides a reconciliation from net earnings attributable to controlling interest (the most comparable GAAP financial measure) to the non-GAAP financial measures, EBITDA and adjusted EBITDA, for each of the past five fiscal quarters, the 12 months ended November 30, 2025, and the 12 months ended August 31, 2025.

The following provides a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) to free cash flow for each of the past five fiscal quarters and the 12 months ended November 30, 2025. Free cash flow is a non-GAAP financial measure that management believes measures the Company’s ability to generate cash beyond what is required for its business operations and capital expenditures.

The following provides a reconciliation of total debt (the most comparable GAAP financial measure) to the non-GAAP financial measure net debt. 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 calculation of net debt as of November 30, 2025, is outlined below.

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Worthington Steel, Inc.

NYSE:WS

Thursday, December 18, 2025 1:30 PM GMT

CALL PARTICIPANTS 2

PRESENTATION 3

QUESTION AND ANSWER 7

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EXECUTIVES

Geoffrey G. Gilmore

CEO, President & Director

Timothy A. Adams

VP & CFO

Melissa H. Dykstra

Vice President of Corporate Communication & Investor Relations

ANALYSTS

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

John Charles Tumazos

John Tumazos Very Independent Research, LLC

Martin John Englert

Seaport Research Partners

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Operator

Good morning, and welcome to Worthington Steel's Second Quarter Fiscal Year 2026 Earnings Call. [Operator Instructions]

I will now turn the call over to Melissa Dykstra, Vice President of Corporate Communications and Investor Relations. Please go ahead.

Melissa H. Dykstra

Vice President of Corporate Communication & Investor Relations

Thank you, operator. Good morning, and welcome to Worthington Steel’s second quarter fiscal year 2026 earnings call.

On our call today, we have Geoff Gilmore, Worthington Steel’s President and Chief Executive Officer, and Tim Adams, Vice President and Chief Financial Officer. Before we begin, I'd like to remind everyone that certain statements made today are forward-looking within the meaning of the 1995 Private Securities Litigation Reform Act. These statements are subject to risks and uncertainties that could cause actual results to differ from those suggested. We issued our earnings release yesterday after the market closed. Please refer to it for more detail on the factors that could cause actual results to differ materially. Unless noted as reported, today’s discussion will reference non-GAAP financial measures, which adjust for certain items included in our GAAP results and which are presented on a stand-alone basis. You can find definitions of each non-GAAP measure and GAAP to non-GAAP reconciliations within our earnings release.

Today's call is being recorded, and a replay will be available later today on WorthingtonSteel.com. Now I’ll turn it over to Geoff Gilmore.

Geoffrey G. Gilmore

CEO, President & Director

Good morning and thank you for joining Worthington Steel’s second-quarter fiscal 2026 earnings call. Before we discuss our second quarter results, I want to thank our more than 6,000 employees across North America and Europe. Your commitment to safety, quality and service—every shift, every plant—continues to set the standard. I’m proud of the work you’re doing and grateful for it.

On December 6, we issued a statement regarding potential M&A activity. Consistent with that statement, we will not be providing additional detail or addressing related questions on this call.

With that, let’s turn to the second quarter. Net sales were 871.9 million dollars, adjusted EBITDA was 48.3 million dollars, and adjusted earnings per share was 38 cents. We delivered these results in a market that remains mixed, combined with compressed galvanized spreads. Even with those headwinds, our execution remained strong where it matters most: safety, shareholder value, customer service and transformation.

On the commercial front, our team continues to win and capture high margin business, particularly in cold roll strip. This quarter, we gained market share with new and existing customers. We saw all-time high shipments during the month of October to a key D3 automotive customer and won new business with a large Japanese OEM. While these programs will take some time to ramp up, this momentum fuels cautious optimism for early 2026 and a positive outlook for second half of the calendar year.

Looking more closely at our key markets, sales to automotive were strong this quarter. Looking ahead, North American light-vehicle output is expected to hold near 15.2 million units in calendar 2025, essentially flat with 2024. Consumer demand is also expected to continue to drive growth in the electrified vehicle market, particularly hybrids, which suits our strategy and product mix very well.

Construction is stable but subdued; we are seeing pockets of strength in areas related to power and infrastructure. In agriculture, we have been able to capitalize on our diverse customer base to partially offset continuing soft conditions. We are hopeful that Ag starts to rebound later in calendar year 2026, but there are many variables that can impact this market.

The heavy truck and trailer market continues to be slow. We expect to see the beginnings of rebound in late calendar year 2026.

Stepping back, while the macro remains uncertain, we believe conditions are setting up for improvement in calendar year 2026 as interest rates ease and some policy uncertainty subsides. We’re positioning the business so we’re ready as demand grows. We are making good progress on our long-term strategy: executing on our electrical steel growth plans; pursuing new growth opportunities using capex and acquisitions; developing new products and optimizing our business through transformation, our proven process of continuous improvement. We moved forward in each of these areas in the second quarter.

Starting with electrical steel, our expansion projects are on track. In Mexico, where we make electrical steel laminations for traction motors, we’re preparing for initial production in the first quarter of calendar year 2026. Those products will ship in the first or second quarter of the year, depending on OEM release schedules. Production and shipments will continue to ramp up as additional automotive platforms and supply chains come online.

Our transformer core manufacturing expansion in Canada, remains on schedule. We will transition production to our new facility in the first quarter of the calendar year. We have secured business to fill more than 60 percent of the new capacity and expect to begin seeing incremental revenue in the spring. We are well-positioned to fill the remaining capacity quickly as we bring the new facility up to full production.

You may recall we added a new slitter to Serviacero, our joint venture in Mexico, a little over a year ago. We are well on our way to filling the capacity for that slitter, which is located in northern Mexico, and we are moving forward with adding a new slitter to our Serviacero operation in central Mexico. We believe this will allow us to capture new market share and better serve our existing customers.

On the M&A front, with Sitem is now part of the Worthington Steel family, integration is progressing well. Their capabilities in stamping electrical steel laminations, die casting, and automation complement our core, extend our European reach and improve our competitiveness in advanced mobility and industrial markets. We see good cultural alignment and early collaboration across operations and commercial teams. Thank you to everyone who is involved in this integration.

Shifting to new products, this quarter, we announced an innovative technology related to our electrical steel laminations called full surface bonding. This patent-pending technique creates a stronger bond between the laminations in the motor core, eliminating gaps and resulting in a motor that is more efficient, durable and cost effective.

All of this is underpinned by daily transformation. Transformation at Worthington Steel isn’t a project, it’s how we run the company. We measure it in safety, quality, delivery, cost and revenue – and we work to make progress every day. This quarter was no exception. As a key tool in our transformation toolbox, artificial intelligence is becoming more integrated into our processes. We deployed two AI agents in our credit department, which allows us to speed up individual customer updates and cut down on the time it takes to process a new customer’s credit application. These agents should eliminate more than 350 hours of manual efforts each year and strengthen our financial discipline and risk monitoring.

Another success was the development of automation to improve advanced shipping notices to one of our key OEM customers. Automating this process increased the accuracy of our advanced shipping notice and resulted in improved payment timeliness.

The common thread here is practical impact: saved hours, higher accuracy, faster decisions and better use of our assets. These efforts are key to holding operating expenses flat even as volumes and complexity grow. For instance, in plants where we streamline changeovers and reduce scrap, service levels improve and cost per ton comes down.

In shared services, where we automate manual reviews and postings, we redeploy talent to analysis. And in the supply chain where we improve visibility, we integrate inventory more tightly with demand. These are small changes, but they are critical to building a stronger company, quarter after quarter.

In parallel with these improvements, our culture and customer relationships continue to shine and receive recognition. Last month, we were honored to be named a 2025 Supplier of the Year by Schaeffler Group USA, receiving the Americas Region Supply Chain Award—recognition for performance, collaboration and service. Just as our customers are recognizing how we show up for them, others are recognizing how we show up for our people. We received the Military Friendly Employer Gold Designation for the 11th consecutive year. We support those who have served our country through a range of programs including focused recruitment, onboarding resources and internal veteran’s network that fosters belonging and connection across our company. Additionally, Computerworld has named Worthington Steel to its 2026 Best Places to Work in IT for the eighth year in a row. I’m proud to see this recognition for our team’s work to update global systems, introduce AI-driven tools, enhance our work and support growth through integration and modernization projects.

Finally, this quarter, we released our 2025 Corporate Citizenship and Sustainability Report, highlighting progress in safety, greenhouse gas emissions and waste elimination, as well as our commitment to developing people through training and supporting communities. Our report sums up what makes Worthington Steel different, our culture and commitment to safety. In calendar year 2025, we also marked our 70th anniversary. In celebration, our employees set a goal they called 70 for Good - to complete acts of service with 70 non-profits in our communities and I’m proud to share that we exceeded that goal. The program embodies who we are at Worthington Steel. It’s a tangible expression of being Strong for Good, and it reflects our belief that investing in our people and communities makes the business stronger.

So let me end where I began, with our people. Thank you to every Worthington Steel employee for your commitment to safety, quality and service; to our customers for your trust and partnership; and to our shareholders for your continued support. We have a clear strategy, a resilient model and a team that knows how to execute.

As I said in my opening remarks, while the current environment remains mixed, we remain cautiously optimistic about the first half of 2026 and we believe conditions are positioned for improvement in the back half of 2026, and we intend to be ready.

I’ll now turn the call over to Tim for more detail on the financials for the quarter.

Timothy A. Adams

VP & CFO

Thank you, Geoff, and good morning everyone.

Before diving into the details, I want to start with the headline. This was a solid quarter operationally and financially, particularly given a mixed demand environment and continued volatility in steel pricing. We expanded adjusted EBIT meaningfully year over year, generated strong free cash flow, and continued to gain share in our most important markets, while maintaining balance sheet strength and financial flexibility.

For the second quarter, we are reporting earnings of 18.8 million dollars or 37 cents per share as compared with earnings of 12.8 million dollars or 25 cents per share in the prior year quarter. There were a handful of non-recurring items in both periods. Excluding those, adjusted earnings were 38 cents per share this quarter, compared with 19 cents per share last year, reflecting improved underlying performance.

In the second quarter, we reported adjusted EBIT of 26.6 million dollars, which was up 12.3 million dollars from the prior year quarter adjusted EBIT of 14.3 million dollars. That improvement was driven primarily by higher direct volumes, including continued share gains, improved direct spreads, and higher equity earnings from Serviacero, partially offset by lower toll processing volumes and, higher SG&A, largely related to compensation, benefits, and professional fees.

Total shipments were approximately 902 thousand tons, down modestly year over year, as lower toll volumes more than offset volume growth in direct sales. Importantly, direct sale volume made up 65 percent of our mix in the current year quarter compared with 55 percent in the prior year quarter. Direct volumes increased 13 percent compared with the prior year quarter, with the vast majority of the volume increase coming from our existing facilities complemented by the addition of Sitem. Our increased shipments to the automotive market continue to be a standout. Direct shipments to automotive increased 26% year-over-year. This reflects both share gains from new programs reaching expected volumes and a return to more normal production levels at one OEM customer that had curtailed production last year. More broadly, it reflects the strength of our longstanding OEM relationships and our collaborative, solutions-oriented approach with customers.

Outside of automotive, energy shipments were up 50% year over year, largely driven by project-based solar programs. Agriculture volume was up 1%, as grain bin strength offset weaker OEM equipment demand. These gains were partially offset by softness in construction (down 9%), heavy truck (down 6%), and service center, where customers continued to destock.

Toll processing volumes declined year over year primarily due to the closure of our Cleveland-area Worthington Samuel Coil Processing facility last fiscal year and softer market conditions. We view this decline as cyclical, not structural, and expect toll volumes to improve as end-market demand normalizes, excluding the impact of that consolidation.

Turning to the other drivers for adjusted EBIT this quarter. First, direct spreads increased year over year. Direct spreads were up 6.5 million dollars, primarily due a 6.2 million dollar favorable swing in pre-tax inventory holding LOSSES. In the current quarter we had estimated pre-tax inventory holding LOSSES of 7.2 million dollars compared to estimated pre-tax inventory holding LOSSES of 13.4 million dollars in the prior year quarter. We expect the market price for steel to remain volatile in the near term. After stabilizing around 800 dollars per ton in September and October, the price for hot rolled coil has increased to approximately 900 dollars per ton. Given that many of our contracts use lagging index-based pricing mechanisms, we estimate in our third quarter of Fiscal 2026 inventory holding gains and losses will fall within a range of a pre-tax gain of up to 3 million dollars to a pre-tax loss of up to 3 million dollars.

As I mentioned earlier, adjusted EBIT also improved year-over-year due to an increase in equity earnings from Serviacero, our Mexico-based joint venture. Serviacero’s equity income increased 7.7 million dollars due to higher direct spreads, inventory holding gains, as well as the favorable impact of exchange rate movements. Finally, these improvements in adjusted EBIT were offset somewhat by an increase in SG&A. The 9.8 million dollar increase in SG&A was primarily due to increased compensation and benefits expense, up 5.9 million dollars, and higher professional fees related to various strategic projects we are evaluating, up 2.3 million dollars.

Turning to cash flows and the balance sheet. For the quarter, cash flow from operations was 99 million dollars and free cash flow was 75 million dollars, benefiting from a reduction in working capital. Capital expenditures were 25 million dollars in the quarter, primarily related to previously announced electrical steel investments. For fiscal 2026, we expect capex of approximately 110 million dollars, reflecting a disciplined approach aligned with long-term growth priorities while maintaining flexibility in uncertain markets. On a trailing-12-month basis, we generated 73 million dollars of free cash flow. We ended the quarter with 90 million dollars of cash and net debt of 92 million dollars, down sequentially, driven primarily by working capital improvements. Earlier this week, we announced a quarterly dividend of 16 cents per share, payable on March 27, 2026.

In summary, this was a solid quarter. We’re gaining share in key markets, generating consistent cash flow, and maintaining a strong balance sheet. That combination positions Worthington Steel well to navigate uncertainty and act decisively when opportunities arise.

I want to thank our entire Worthington Steel team for their continued focus on safety, customer service, and execution this quarter.

At this point, we would be happy to take your questions.  [Operator Instructions] Our first question will come from the line of Phil Gibbs with KeyBanc Capital Markets.

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Operator

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

You'd mentioned in the SG&A increase in your remarks, Tim, that compensation and benefits up $5.9 million and higher professional fees up $2.3 million. So I'm wondering what out of that larger increase or more -- is more onetime in nature? Because I know you had called out a Sitem fee. I also know that some of this is related to some of the M&A that you're potentially working on. So just trying to think about what may be core because clearly, it was elevated this quarter.

Timothy A. Adams

VP & CFO

It was. If you look at it from a year-over-year perspective, so we now have Sitem in there. That's one thing we pointed out during my opening remarks. But if you're talking about one time, it's those professional fees of $2.3 million, I think is how we had it quantified that is related to the strategic products

-- projects.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

What about the $2.5 million that you had called out from just the Sitem, I believe it was like an earn-out.

Timothy A. Adams

VP & CFO

Sitem was not in the results. Yes. Sitem was not in the results last year, and now they're in the results this year. That's the difference.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

Okay. So that was -- that wasn't a onetime payment. That was their underlying result.

Timothy A. Adams

VP & CFO

No. The one time payment was related last quarter to the bonus, a transaction bonus that happened. I think it was $4.6 million. That's all done. And now what you're seeing is just adding Sitem to the mix, adding them to the financials.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

Okay. So the higher professional fees of $2.3 million, that's largely related to the M&A, and that could obviously be somewhat more volatile and unpredictable.

Timothy A. Adams

VP & CFO

Correct.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

And then in the just the automotive momentum that you had on the direct side, pretty impressive, Geoff, was the primary catalyst behind that, the cold-rolled strip piece, I thought I heard you mention that early in the call.

Geoffrey G. Gilmore

CEO, President & Director

Yes. So Phil, actually not. Most of what you saw this quarter was the market share gains that we had talked about in previous quarters and really those programs working to 100% of the market shares that we gained. We have been fortunate and the market share gains have continued. And a lot of those recent wins are automotive, and they are specifically cold-rolled strip specific. And those are programs that we will look forward to starting really in the first quarter of the calendar year. I would -- probably that third month of the first quarter and then starting to reach full potential in the second quarter of the calendar year.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

How do we tease out or think about how much of that, which is on the comment that you just mentioned is related to the tariffs from just imported foreign steel, but also how much eventually is related to onshoring of just OE platforms overall. So, I'm trying to tease out the short-term versus the long-term.

Geoffrey G. Gilmore

CEO, President & Director

Yes, that's a great question. So, the recent market share gains, I would tell you a pretty significant amount of that is coming due to the onshoring of supply chains. We definitely had some customers bringing material over from Europe or elsewhere, and they are now localizing that supply chain. So certainly was favorable to us. We have not seen any market share gains due to any announcements of onshoring manufacturing. So, to your point, that is something that would be more in the future for us to look forward to.

Operator

Our next question comes from the line of John Tumazos with John Tumazos Very Independent Research.

John Charles Tumazos

John Tumazos Very Independent Research, LLC

Could you walk us through the deductions for your minority interest partners? They were a little smaller this quarter than last year.

Timothy A. Adams

VP & CFO

Yes. Compared to year-over-year, I think what you're seeing is there's definitely some slowness in demand, right? And I think we're seeing some of that. So also, what you have to keep in mind is last year, at this time, we had the Samuel, the Worthington Samuel Coil Processing joint venture in there, and we've removed that this year. So, we've had some differences in profitability year-over-year, really due to demand.

John Charles Tumazos

John Tumazos Very Independent Research, LLC

With the disappearance of the Cleveland facility and the Samuel JV, what happens to the machinery? Do you move it to other Worthington plants? Does it get sold for scrap? Just what happens to the equipment? Sure.

Timothy A. Adams

VP & CFO

So just to be clear, we had several facilities up there. So, the business that we could, we moved to Twinsburg. But your question is a good one. We typically sell the real estate, and we've got that underway already. I think it depends on the type of equipment. If we think it's high value-add equipment, we won't sell it or we'll try to sell it offshore. If it's something that's a little more generic like a slitter or cut to length line, we'll find a home for it. If we can use it -- I mean the first question you asked was, can you use it internally somewhere? And we try to do that first. And then if we don't have a need for it internally, then we'll look to sell it if it's low value-added equipment.

Operator

Our next question will come from the line of Martin Englert with Seaport Research Partners.

Martin John Englert

Seaport Research Partners

The compressed galvanized spreads in recent history, what do you think is contributing to that? And what may prompt it to normalize?

Geoffrey G. Gilmore

CEO, President & Director

Yes. I mean great question. I mean I think the first thing you're going to point to is certainly just decreased demand, Martin, and specifically construction. And so, with decreased demand, it just creates certainly a lot more competitive rivalry. And certainly, that's what we have been facing. Martin, we feel like we hit the trough and we'll start to see some margin expansion going forward. We saw a little of that in CRU here on Wednesday. And the reason for the expansion and then potentially normalizing hopefully in the second quarter of the calendar year has much to do with the 232s.

I mean there is obviously limited galvanized product coming into the U.S. at this point. I think it was down, Tim, correct me if I'm wrong, 35% and probably will continue to increase. That has to do with anti-dumping as well. So, I'd expect we continue to see that expand and then normalize somewhere around the second quarter. I think there's a ceiling because there certainly has been added capacity in the U.S. as well, but we're certainly looking forward to that, Martin. Good question.

Martin John Englert

Seaport Research Partners

Have prime scrap spreads relative to obsolete had any negative impact on your business recently?

Geoffrey G. Gilmore

CEO, President & Director

No, nothing material, nothing meaningful to our margins, Martin.

Martin John Englert

Seaport Research Partners

Okay. And last one that I have is calendar year 2026. What are your top transformation initiatives that you're focused on? Yes.

Geoffrey G. Gilmore

CEO, President & Director

So, we have -- we mentioned in prior quarters, everything in our facilities, we have transformation events ongoing. You're very familiar with that. That's just how we do business. Where we really turned our focus after separation was transformation through our back office. And that's been certainly a big priority of ours. We just had our fourth report out with the back-office teams. And the progress has been nothing less than amazing. The team has embraced it. We are seeing certainly savings and the hours saved have been significant as well.

And in addition to that, Martin, that group has fully embraced artificial intelligence, and we have had some great success stories with automation and have launched our first 2 agents. So, we've now moved to Agentic AI with much on deck there. And then the second, which a key priority is Tempel. Transformation is not an area where we got too deep into it while we were getting integrated and familiar with their business. We have really started to double down on those efforts as we just think whether it's the income statement or the balance sheet, there's going to be a lot of good meaningful opportunities for the shareholders. And in addition to that, (Tempel) is Sitem. We have mentioned they are world-class at tool and die making as well as world-class in automation. And so we have been excited to learn their best practices and embrace them because they're all scalable across that footprint. But back office and Tempel would be the priorities.

Martin John Englert

Seaport Research Partners

Do you have an estimate of any type of annualized savings that you've achieved, I guess, since targeting the back office with transformation?

Geoffrey G. Gilmore

CEO, President & Director

I don't -- yes, good question. I don't have numbers right now, but here is my commitment to you. We are working towards a scorecard. I surely hope to have that available for our next call. We want to do a better job of quantifying the savings that we're seeing through transformation as well as the launch of artificial intelligence. We have seen savings. We're going to continue to see a lot more. We have 5 pretty robust pilots that I think will have certainly a positive impact on the income statement as well as the balance sheet. So, we're going to start quantifying those savings for you, specifically transformation and artificial intelligence.

And then in line with that, we want to quantify and share with you the hours saved in the workplace as well. We're seeing significant hours saved now, which is allowing us to redeploy all of our employees to more meaningful work. So, we're excited about that as well. But that's certainly a commitment that I'm making to you right now, Martin.

Operator

I will now turn the call back over to Geoff Gilmore, President and CEO, for closing remarks.

Geoffrey G. Gilmore

CEO, President & Director

Just want to thank everybody for joining us this morning and showing interest in Worthington Steel. Clearly, we're quite pleased with the quarter results and excited over our strategy and the opportunities we have to continue to execute on it. Clearly, the story today was gained market share. And we've talked quite a bit about the market share gains in automotive, but even more exciting that we've started to see market share gains in other markets as well, whether it's agriculture, energy or transformers, transformer cores specifically as well. So, look forward to start seeing those shipments probably early second quarter of the calendar year. And so, a lot for us to look forward along with transformation and artificial intelligence.

So, with that, we wish everybody happy holidays, and we very much look forward to talking to you again following the current quarter.

Thank you.

Operator

This concludes today's call. Thanks for joining. You may now disconnect.

Worthington Steel Declares Quarterly Dividend

12/17/2025

COLUMBUS, OHIO--(BUSINESS WIRE)-- The board of directors of Worthington Steel, Inc. (NYSE: WS) has declared a quarterly dividend of $0.16 per common share. The dividend is payable on March 27, 2026, to shareholders of record at the close of business on March 13, 2026.

Worthington Steel will host a conference call to discuss its fiscal 2026 second quarter results at 8:30 a.m. ET on Thursday, December 18, 2025. A live webcast of the call will be available on the Investor Relations section of the Company’s website at www.WorthingtonSteel.com and will be archived for one year.

To automatically receive Worthington Steel financial news by email, please visit https://ir.worthingtonsteel.com and subscribe to email alerts.

About Worthington Steel

Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.

As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.

Safe Harbor Statement

Worthington Steel wishes to take advantage of the safe harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act"). Statements by Worthington Steel which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in Worthington Steel’s filings with the Securities and Exchange Commission.

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