Worthington Steel Reports Fourth Quarter Fiscal 2026 Results

COLUMBUS, Ohio–(BUSINESS WIRE)–Worthington Steel, Inc. (NYSE: WS), a market-leading, value-added metals processing company, today reported financial results for the fiscal 2026 fourth quarter ended May 31, 2026.

Fourth Quarter Highlights (all comparisons to the fourth quarter of fiscal 2025):

• Net sales of $929.2 million increased 12% compared to $832.9 million.
• Operating loss of $57.6 million compared to operating income of $66.4 million due primarily to non-cash impairments in the Electrical Steel reporting unit and acquisition related expenses in the fourth quarter of fiscal 2026.
• Net loss attributable to controlling interest of $48.7 million compared to net earnings attributable to controlling interest of $55.7 million.
• Net loss per diluted share attributable to controlling interest of $0.98 compared to net earnings per diluted share attributable to controlling interest of $1.10; adjusted net earnings per diluted share attributable to controlling interest of $0.74 compared to $1.05.
• Adjusted EBIT of $54.0 million compared to $70.1 million.
• In January 2026, the Company entered into a business combination agreement with Klöckner & Co SE (“Kloeckner”) and launched a voluntary public cash takeover offer for all outstanding Kloeckner shares at €11.00 per share. During the fourth quarter, shares representing a majority of Kloeckner’s outstanding share capital were tendered into the offer, satisfying the minimum acceptance threshold. On June 3, 2026, subsequent to the end of fiscal 2026, the Company completed settlement of the offer and its acquisition of a majority interest in Kloeckner, securing approximately 62% of Kloeckner’s outstanding shares following settlement (the “Kloeckner Acquisition”), representing a significant milestone toward eventual operating control and value capture.
• Recognized as a John Deere Partner-level Supplier for the 14^th consecutive year and received John Deere’s inaugural Community Engagement Award.
• Named a Top Workplace in Columbus by Columbus CEO magazine, marking the 14^th consecutive year the Company has earned this recognition.
• Declared a quarterly dividend of $0.16 per share payable on September 29, 2026, to shareholders of record at the close of business on September 15, 2026.

“Worthington Steel closed fiscal 2026 with continued progress against our long-term strategy,” said Geoff Gilmore, president and chief executive officer. “Fourth quarter results reflected solid execution in a mixed market with tighter year-over-year value-added spreads, which are beginning to normalize. Higher net sales were supported by growth in our direct business and continued focus on value-added solutions for customers. The completion of the Kloeckner transaction shortly after year-end marks the largest acquisition in our history and a defining step in building a stronger, more diversified metals processing platform. As we move forward, our priorities remain clear: safety, customer service, operational discipline, integration readiness and strong returns for shareholders.”

Quarterly Results

Net sales for the fourth quarter of fiscal 2026 were $929.2 million, an increase of $96.3 million, or 12%, compared to the prior year quarter. This increase was driven primarily by higher direct volumes, including the $47.6 million impact of the addition of Sitem Group and, to a lesser extent, higher average direct selling prices. Direct tons sold increased by 3%, with legacy business, excluding Sitem Group, increasing 1% and the remaining increase due to the addition of Sitem Group. Direct selling prices, excluding the impact of Sitem Group, increased 5% in the fourth quarter of fiscal 2026 compared to the prior year quarter. Toll processing sales decreased $1.9 million, or 6%, in the fourth quarter of fiscal 2026 compared to the prior year quarter. Toll volumes decreased 15% in the fourth quarter of fiscal 2026 compared to the prior year quarter. The decrease in toll volumes was due to a combination of closing the Cleveland-area Worthington Samuel Coil Processing (“WSCP”) facility in May 2025 as well as softening demand from mill customers. Toll selling prices increased 11% in the fourth quarter of fiscal 2026 compared to the prior year quarter, primarily due to higher value-added mix within toll processing. The mix of direct tons versus toll tons processed was 65% to 35% in the fourth quarter of fiscal 2026 compared to 60% to 40% in the prior year quarter.

Gross margin in the fourth quarter of fiscal 2026 was $118.1 million, a decrease of $8.9 million compared to the prior year quarter. The decrease was primarily driven by lower direct spreads (calculated as sales less material costs) and lower toll spreads, partially offset by a $2.3 million favorable impact from Sitem Group. Direct spreads decreased by $6.6 million primarily due to a $6.1 million unfavorable change from an estimated $20.8 million inventory holding gain in the prior year quarter to an estimated $14.7 million inventory holding gain in the fourth quarter of fiscal 2026. Additionally, value-added market spread compression negatively impacted direct spreads by $2.6 million compared to the prior year. These headwinds were partially offset by $2.1 million spread impact of higher direct volumes, notably in automotive. Toll spreads, down $2.4 million, were negatively impacted by $4.0 million due to lower volumes, partially offset by $1.6 million due to a favorable change in toll price due to mix.

Operating loss in the fourth quarter of fiscal 2026 was $57.6 million, a decrease of $124.0 million compared to the prior year quarter. The decrease was driven primarily by $94.5 million of goodwill and long-lived assets impairment charges, a $22.3 million increase in selling, general and administrative (“SG&A”) expense, and a $8.9 million decrease in gross margin, partially offset by a $1.7 million favorable change in restructuring and other (income), expense, net. During the fourth quarter of fiscal 2026, the Company recognized $94.5 million of impairments related to goodwill and long-lived assets within the Electrical Steel reporting unit. The impairments resulted from weakened demand in certain end markets, particularly industrial motors in both Europe and the United States, due to increased foreign competition, and in automotive, some delayed program launches. The $22.3 million increase in SG&A expense, which included $4.3 million related to Sitem Group, was primarily attributable to $15.5 million of professional fees related to the Kloeckner Acquisition, and to a lesser extent, an increase in compensation and benefits expenses of $2.5 million. During the fourth quarter of fiscal 2025, the Company recognized restructuring expenses of $1.7 million due to the previously announced plans to combine WSCP’s toll processing manufacturing facility in Cleveland, Ohio into its existing manufacturing facility in Twinsburg, Ohio, as well as the severance expense associated with the TWB Company’s (“TWB”) voluntary retirement program.

Net loss attributable to controlling interest of $48.7 million in the fourth quarter of fiscal 2026 compares to net earnings attributable to controlling interest of $55.7 million in the prior year quarter. Net loss per diluted share attributable to controlling interest of $0.98 per diluted share for its fiscal 2026 fourth quarter compares to net earnings per diluted share attributable to controlling interest of $1.10 in the prior year quarter.

Adjusted net earnings attributable to controlling interest of $37.9 million in the fourth quarter of fiscal 2026 compares to $53.4 million in the prior year quarter. Adjusted net earnings per diluted share attributable to controlling interest of $0.74 compares to $1.05 in the prior year quarter. The fourth quarter of fiscal 2026 adjusted results exclude a $66.7 million after-tax impairment of goodwill and long-lived assets, or $1.31 per diluted share, an $8.7 million unrealized after-tax loss on a Kloeckner purchase derivative, or $0.17 per diluted share, an $11.8 million after-tax Kloeckner acquisition-related expenses adjustment, or $0.23 per diluted share, a $12.2 million after-tax gain due to net investment income on Kloeckner securities held, or $0.24 per diluted share, a $12.3 million after-tax adjustment due to the expense related to the bridge nonrevolving loan commitment costs associated with the Kloeckner Acquisition, or $0.24 per diluted share, and $0.7 million after-tax pension adjustments, or $0.01 per diluted share. In addition, the impact of $0.02 per dilutive share was excluded in calculating the Company’s fourth quarter fiscal 2026 adjusted net earnings per diluted share attributable to controlling interest as this reflects the effect of these potentially dilutive shares that would otherwise be anti-dilutive on the net loss attributable to controlling interest. The prior year quarter adjusted results exclude a $3.0 after-tax gain on the Sitem Group purchase price derivative, or $0.06 per diluted share, and $0.7 million after-tax restructuring and other expense, net, or $0.01 per diluted share. For additional information on non-GAAP financial measures, see the Non-GAAP Financial Measures / Supplemental Data section later in this release.

Certain amounts disclosed within the Company’s quarterly results have been adjusted to conform to the current presentation due to the update to estimated tax rates on Non-GAAP adjustments in fiscal 2026. The adjustments had an immaterial impact to the presented results.

Balance Sheet, Cash Flow and Capital Allocation

As of May 31, 2026, the Company had cash and cash equivalents of $84.6 million. During the fourth quarter of fiscal 2026, net cash provided by operating activities was $44.9 million compared to $53.9 million in the prior year quarter. Investment in property, plant and equipment during the fourth quarter of fiscal 2026 was $37.1 million compared to $45.5 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 $7.8 million in the fourth quarter of fiscal 2026 compared to $8.4 million in the prior year quarter.

The Company ended the fourth quarter of fiscal 2026 with debt of $256.8 million and $84.6 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 $172.2 million.

The Company’s board of directors declared a quarterly dividend of $0.16 per common share. The dividend is payable on September 29, 2026, to shareholders of record at the close of business on September 15, 2026.

Conference Call

The Company will review fiscal 2026 fourth quarter results during its quarterly conference call on June 25, 2026, beginning at 8:30 a.m., Eastern Time. Conference call details are available through Events & Presentations in the Investors section of the Company’s website at www.WorthingtonSteel.com, or by registering online at https://events.q4inc.com/attendee/699991251 for the live conference.

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; the Company’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the benefits of the Kloeckner Acquisition; the expected outcomes of the Kloeckner Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies; the impact of the Kloeckner Acquisition on the Company’s earnings; the Company’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction; the expected timeline for completing the Kloeckner Acquisition; 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, laws and regulations; anticipated improvements in business and efficiencies to be gained from the use of artificial intelligence and machine learning (“AI”) and other technologies; effects of cybersecurity breaches and other disruptions to information technology infrastructure; effects of public health emergencies 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 risks, uncertainties and impacts related to public health emergencies – the duration, extent and severity of which are impossible to predict, and actions taken by governmental authorities or others in connection therewith; changing commodity 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, energy, labor and other items required by operations (especially in light of ongoing global geopolitical and military conflicts); effects of sourcing and supply chain constraints, including interruptions in deliveries of raw materials and supplies or the loss of key supplier relationships; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of critical equipment failures, 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 Company’s ability to establish day-to-day control over Kloeckner’s operations after the closing of the Kloeckner Acquisition on a timely basis or at all; the effects of the Kloeckner Acquisition on the Company’s and Kloeckner’s operations, including on the Company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the Company’s operations; the impact of the consummation of the Kloeckner Acquisition on relationships with customers, suppliers and other third parties; the Company’s ability to achieve the anticipated cost synergies or accretion to earnings per share; 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 ongoing global geopolitical and military conflicts), 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 ongoing global geopolitical and military conflicts), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from public health emergencies, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products, suppliers or customers, a U.

Contacts

Melissa Dykstra
Vice President

Corporate Communications and Investor Relations

Phone: 614-840-4144

Melissa.Dykstra@worthingtonsteel.com

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