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Thank you. Good morning, and welcome to Worthington Steel's First Quarter Fiscal Year 2027 Earnings Call. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press *1 to raise your hand. To withdraw your question, press *1 again. I will now hand the conference over to Melissa Dykstra, Vice President of Corporate Communications and Investor Relations. Melissa, please go ahead.

Thank you, operator. Good morning and welcome to Worthington Steel's First Quarter Fiscal Year 2027 Earnings Call. On our call today we have Jeff 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 materially from those suggested. We issued our earnings release yesterday after the market closed. Please refer to more detail on 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 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. The call is being recorded and a replay will be available later today on worthingtonsteel.com. Now I'll turn it over to Jeff Gilmore.

Good morning and thanks for joining us. Today marks another major milestone for Worthington Steel as we report Kloeckner Metals as part of our results for the first time. This achievement follows several important steps over the last few months. We closed the transaction on June 3. Kloeckner's shares were delisted from the Frankfurt Stock Exchange on August 12, and the Domination and Profit and Loss Transfer Agreement, or DPLTA, was signed on September 8. The DPLTA remains subject to shareholder approval in October. If approved and effective, it would provide a clear framework for operating control, as well as formal integration and synergy capture, beginning in the first quarter of calendar year 2027.

Planning for that phase is already underway on our side. Teams from Worthington Steel and Kloeckner are spending time together, learning each other's business, processes, and cultures. The better we understand each other now, the better prepared we will be to move with discipline when we have operational control. These early interactions continue to reinforce what we believed when we announced the transaction. These are two strong companies with talented people, deep customer relationships, and cultures that value performance. We have more work ahead, but we are encouraged by the foundation we are building. Before I move to our results and end markets, I want to take time to thank our team.

In addition to the work happening to ensure the successful integration with Kloeckner, they've been navigating difficult market conditions. Simply put, this is one of the most challenging steel supply environments most of us have ever seen. Supply remains tight, lead times are long, production schedules are shifting, and securing the right material for customers has been difficult. Through it all, our employees continue to shine in their unwavering commitment to our customers and our company. With that, let's turn to the quarter. Net sales were $2.7 billion. Adjusted EBITDA was $111 million, and adjusted earnings per share was $0.57.

Because this is the first quarter that includes Kloeckner and their reported results, I will spend a bit more time on the financial details including leverage, purchase accounting, and the items investors should consider when comparing results to prior periods. From my perspective, the bigger point is straightforward. Kloeckner changes the size, shape, and reach of our company. It expands our product and processing capabilities, broadens the markets we serve, and extends our geographic footprint. This is the kind of high-quality scale we have talked about for some time. This scale gives us more ways to serve customers, more balance across cycles, and more opportunities to create long-term value. From a macro standpoint, the quarter remained dynamic.

Demand was uneven across end markets, and customers continued to be careful with inventories and commitments. Supply also remained tight in the U.S. with imports down and lead times extended in many parts of the market. In an environment like this, execution makes a real difference. Across the business, our teams work constructively with customers and supply partners, adjusted plans, and help customers secure the material they needed. This is one of the ways Worthington Steel earns trust. Customers need communication, problem solving, and a team that stays engaged when conditions are difficult. That has always been part of who we are and it will remain a strength as we operate as a larger company. Let me walk through what we saw across our key markets, comparing legacy Worthington Steel for both periods and what we were watching in the months ahead.

North American automotive production has remained resilient so far in calendar year 2026, and we expect that to continue through year end. Based on the latest industry forecast, North American production is expected to be essentially flat compared to calendar year 2025. Regardless of the overall build environment, our commercial and technical teams continue to win new business by helping customers solve challenges, support key programs, and develop new products. Our teams really shine in this sector. One example from the quarter was TWB, our joint venture, being recognized with two supplier awards from Subaru. It reflects strong execution, expertise and the customer focus that helps us build long-term relationships. Congratulations to the entire TWB team.

Overall, we remain optimistic that automotive will remain solid through the end of calendar year 2026. We are not assuming a significant near-term inflection in builds, but we believe Worthington Steel is well positioned to grow through targeted customer wins, technical solutions, and longer-term localization and near-shoring trends. Demand in the construction market was down in the first quarter. Residential construction continues to support demand, but broader construction activity remains more sensitive to interest rates and consumer confidence. We are also watching interest rates and broader geopolitical stability closely. The recent Fed action reinforces that rates may remain a headwind for longer than many expected, particularly in markets tied to construction, equipment purchases, and larger capital decisions. At the same time, the economy continues to show resilience.

And we believe demand can improve as inflation moderates, uncertainty eases, and consumers gain more confidence in the rate environment. So our posture is practical. We're not counting on a quick macro tailwind, but we are staying close to customers, managing what we can control, and positioning the business to respond as conditions improve. Agriculture was a bright spot this quarter with a 40% year-over-year increase in shipments that was mostly driven by the OEM and grain bin markets. We have strong customer relationships in this space and we are staying focused on where we can add value. We will remain disciplined while positioning the business to benefit if demand continues to improve. Heavy truck and trailer continue to show signs of stabilizing. The market started slowly in calendar year 2023, but we saw benefits from share gains and new business wins. We would not characterize the market as fully recovered, but the direction is more constructive than it was earlier in the year.

For us, the priority is readiness. We will manage the current environment carefully and stay prepared to capture opportunities as activity strengthens. As we bring Kloeckner into our reported results, our market discussion will also evolve. We will continue to talk about the end markets investors know well for Worthington Steel, including automotive, construction, agriculture, and heavy truck and trailer. Over time, we also expect to add more perspective on other industrial sectors where Kloeckner has meaningful exposure. Turning to strategic priorities, Kloeckner is clearly at the top of the list. We are focused on preparing for integration.

That means learning the businesses, reviewing processes, and building relationships while protecting customer service and respecting the strengths of both organizations. We want to move with discipline, not just speed. We want to capture value, but we want to do it thoughtfully and with the same operating discipline that has guided Worthington Steel for decades. We continue to believe in the long-term demand drivers tied to electrification, grid investment, and higher efficiency applications. We are taking a disciplined view of the business under current market conditions and we remain focused on improving performance and building value from the capabilities we have developed. We also continue to find practical ways to make the business better. Some of that comes through technology and AI, and some of it comes from disciplined problem solving by our teams.

Regardless of the technology involved, our approach is consistent. Simplify the work, improve the process, where it makes sense and apply AI to enhance decision-making. In indirect purchasing, for example, we've been simplifying workflows, reducing manual effort, and giving our buyers better information to make decisions. Last year, that work allowed buyers to spend more time on supplier negotiations, sourcing strategy, and commodity management. This led to significant cost avoidance across the company. This year, we built on that foundation by applying AI to improve inventory decisions across our maintenance, repair, and operations network. Our buyers now have better visibility across the enterprise.

While AI helps evaluate demand patterns, identify duplicate purchasing opportunities, recommend transfers between facilities, and support inventory-level decisions. Importantly, our people remain in control, but they have a new tool to help make better decisions. Buyers and maintenance teams confirm recommendations before decisions are made, avoiding unnecessary purchases. We have identified and validated the value. Now the work is converting that into financial results over time to disciplined operating reviews and better inventory management. Longer term, we also see this as a capability that can scale across a larger footprint as we move through Kloeckner integration. Another good example is our Monroe, Ohio facility where the team unlocked capacity by taking a fresh look at how work was being done.

Through disciplined problem solving, internal engineering expertise, and better use of existing assets, the team identified work that could move from a bottleneck press to a previously underutilized asset. By thinking differently, the team increased production using in-house capabilities, allowing us to better support customer demand without additional capital investment. Together, these examples show how we are creating value in complementary ways. Through digital transformation and AI-enabled decision-making, and through operational excellence led by the experience and problem-solving capabilities of our people. Before I close, I want to come back to my earlier comments about the challenging market we are operating in today. It takes relationships, experience, persistence, and innovative thinking to serve customers well in this kind of environment. Our employees continue to excel in this area. Ultimately, this is what sets us apart in the industry. While managing through tough market conditions, Worthington Steel teams also continued preparing for the next phase of the Kloeckner transaction.

I appreciate the focus, discipline, and commitment from everyone at Worthington Steel. So to our commercial purchasing supply chain and teams who work with customers and supply partners to keep material moving, thank you. You are helping customers navigate a difficult supply environment. We appreciate your efforts and so do I. To the teams preparing for Kloeckner integration, thank you. The learning and relationship building underway will help shape our future. And to our Kloeckner colleagues, we are glad to be moving forward together.

We are still early in this process, but we are excited about the company we are building. Kloeckner Steel is larger, broader, and more diversified than it was a year ago. We have meaningful work ahead and we will approach it the way we always do. With discipline, care for our people, commitment to customers, and a focus on long-term value creation. With that, I'll turn the call over to Tim for more detail on the quarter and the financials.

Thank you, Jeff, and good morning, everyone. Our first quarter results include 100% of Kloeckner following the June 3 acquisition. I will begin with our consolidated results and the items affecting comparability and then discuss the legacy Worthington Steel business where year-over-year comparisons are meaningful. I will finish with a summary with cash flow, capital spending, and our balance sheet. The earnings figures I will discuss are from continuing operations. This continued operations primarily reflect the results of Becker Stahl, which Kloeckner is marketing for sale. In the first quarter, we reported a net loss from continuing operations attributable to Worthington Steel of $7 million, or $0.14 per diluted share.

This compares with net earnings of $36.8 million, or $0.73 per diluted share, in the prior year quarter. The reported results included several items affecting comparability. The largest were $22.6 million of pre-tax acquisition-related expenses, a $15.5 million pre-tax loss from re-measuring our previously held Kloeckner shares at closing, a $5.6 million deferred tax asset write-off related to the Kloeckner acquisition. These and the other adjustments for both periods are detailed in our earnings release. Excluding these items, adjusted earnings were $0.57 per diluted share compared with $0.77 in the prior year quarter. Adjusted EBIT was $78.5 million, up $23 million from the prior year quarter. While adjusted EBIT increased, higher interest expense following the acquisition weighed on adjusted earnings per share. Net interest expense was $38.8 million compared with $2.9 million a year ago.

Adjusted EBITDA was $111 million. Beginning this quarter, our measure includes 100% of the adjusted EBITDA of our consolidated operations before allocation to non-controlling interest. We believe this change enhances comparability to our balance sheet measures. Earnings per share continues to reflect earnings attributable to Worthington Steel shareholders. There's one additional item that is important to understanding our results for the current quarter. Purchase accounting required us to record Kloeckner's acquired inventory at fair value. As that inventory was sold, the step-up reduced first quarter gross margin and adjusted EBITDA by an estimated $43 million. We expect only a limited residual impact in the second quarter.

Net sales in the quarter were $2.7 billion, up approximately $1.9 billion from the prior year quarter, primarily due to the addition of Kloeckner. Total shipments were approximately 1.9 million tons, a consolidated mix with 77% direct sale and 23% toll processing, compared with 63% direct sales and 37% toll processing a year ago. Turning to Legacy Worthington Steel, net sales were $954 million, up $81 million or 9% from the prior year quarter. The increase reflected higher direct volumes and selling prices. Total legacy shipments were approximately 921,000 tons, down 1% year-over-year. Direct sale volumes increased 3% while toll volumes declined 8%. As Jeff discussed, automotive remained a bright spot.

Our direct shipments to automotive increased 4% year-over-year. Agriculture shipments increased 40% supported by OEM equipment and grain bin demand. Shipments to other transportation, which now includes heavy truck, increased 39%, primarily due to share gains as new business was layered in. As a reminder, these are references to legacy markets and do not include the impact of Kloeckner. These gains were substantially offset by lower energy and construction shipments. Energy shipments declined 31%, reflecting a shift in customer sourcing to another supplier. Construction shipments declined 9%, reflecting increased competition in tight steel availability, which limited our ability to quote short-term contract business.

Higher direct volumes increased legacy direct spreads by $7.6 million. In addition, the favorable change in inventory holding gains added $6.5 million. Estimated pre-tax inventory holding gains were $12.1 million this quarter, compared with $5.6 million a year ago. Excluding the effects of volume and inventory holding gains, direct spreads were approximately flat year-over-year. Lower toll volumes reduced legacy toll spreads by $2.3 million. This was partially offset by $1.4 million of improved mix, including spot tolling business at higher spreads. Turning to operating expenses, manufacturing expenses in the legacy business increased approximately $11 million or 6%, primarily due to higher labor, benefits, and freight costs.

Legacy SG&A increased $17.6 million, primarily reflecting the addition of acquisition-related expenses. Excluding acquisition-related fees and the prior year's CDEM closing bonus, Legacy SG&A increased $2.9 million, primarily due to wages and benefits. Finally, equity earnings from Servi Acero, our Mexico-based joint venture, decreased approximately $1 million due to lower direct volumes, partially offset by improved direct spreads. Hot-roll coil prices ended the quarter around $1,200 per ton. Mill supply remains tight, and expected mill maintenance outages are likely to keep lead times extended in the near future. Given the lagging index-based pricing mechanisms in many of our contracts, we currently estimate pre-tax inventory holding gains in the legacy Worthington Steel business of $10 million to $15 million in the second quarter of fiscal 2027. Turning to consolidated Worthington Steel had operating cash outflow of $6 million for the quarter.

Capital expenditures were $63 million, resulting in negative free cash flow of $69 million. The principal factors affecting total cash flow included the Kloeckner acquisition and the issuance of our term loan B and senior notes. The capital expenditures in the first quarter were roughly split evenly between Legacy Worthington Steel and Kloeckner. Spending in our legacy business is weighted toward the earlier part of the fiscal year, reflecting the timing of several projects already underway. We expect that spending to moderate as the year progresses, though the first quarter pace should not be viewed as representative of the full year. Our current planning estimate for combined capital expenditures is $160 million to $180 million for fiscal 2027, with the timing of the project spending influencing where we finish within that range. Following the DPLTA effectiveness, we will review capital priorities across the combined business.

Our focus remains completing key projects, maintaining operating discipline, and generating cash to reduce debt. At August 31, we had approximately $248 million of cash and $1.9 billion of net debt following the Kloeckner acquisition. We are not reporting a trailing 12-month leverage ratio this quarter because it would include the acquisition financing and all of Kloeckner's debt, but only three months of Kloeckner's EBITDA. We expect to report the ratio once we have a full year of Kloeckner results. Our previously communicated synergy and deleveraging targets remain unchanged. We expect debt reduction to progress alongside synergy capture and working capital improvement. As I mentioned earlier, Becker Stahl is also being marketed for sale and we expect Kloeckner will use the majority of the net proceeds for debt reduction.

Our board also declared a quarterly dividend of $0.16 per share payable on December 28, 2026. To close, our financial priorities are clear. We are focused on completing the DPLTA, which is necessary for us to fully integrate Kloeckner and capture synergies, reducing leverage, and advancing our strategic growth projects. Across the business, we will maintain operating and capital discipline with a focus on generating cash and reducing debt. I want to thank our teams for their continued focus on safety, customer service, and execution. At this point, we would be happy to take your questions.

[Operator Instructions]

Despite the tight supply environment, Legacy Worthington direct tons were down less than 1% sequentially in the first quarter, much better than normal seasonality. I assume some of that has to do with continued market share wins in auto and heavy trucks, but any more details you guys can share around that volume beat would be helpful.

That's a very good performance. And as you said, even more so with the seasonality and Sam, your assumptions, right. It's definitely the market share gains that have continued to grow, you know, be laid in here over time, whether it be heavy truck, agriculture, as well as automotive. And Sam, in fact, we probably missed out on another 30,000 tons of shipment this quarter just due to the supply chain constraints.

Okay. And then Galvanized continue to get better. They averaged over $200 in your fiscal first quarter. I mean, that's much better than the long-term average and the trough levels earlier this year. What's your stance on the sustainability of these spreads as hot roll pricing continues to rise?

You know, I mean, again, today we saw CRU tick up both hot rolled and coated and coated more. And I, we feel pretty strongly that sustainability is an absolute go. I mean, at this point, the market's going to remain tight. You got very limited imports coming in. So the longevity of it is strong. And, you know, for us, we weren't able to experience a lot of that spread expansion here over this quarter. And the reason for that is there's not much spot tonnage available, Sam, as you know. And predominantly, you know, 90% or more of our business is contractual. So we feel pretty strongly on the sustainability piece as we move to this new contract season that would start January 1. And so from that point on is where you would start to see that reflected in our numbers.

Okay, got it. Thanks, Jeff.

Got it, Sam. Thank you.

Your next question comes from the line of John Tomazos with John Tomazos Very Independent Research. John, your line is now open. Please go ahead.

Thank you very much. Could you explain the details of the German or European law where the 38% minority holders retain their shares and how long they can retain them? And could you explain the difference in inventory turnover and gross margin between the two? Between the Kloeckner and Worthington legacy businesses.

John, I'll take the first part and Tim, please jump in if I miss anything on timeframe. Specifically to that 38% and the minority shareholders. First of all, once the DPLTA is approved by shareholders and declared effective by the German courts, minority shareholders are granted a put option and they could sell their shares to Worthington for €11 per share, which is what we negotiated. Now to your question, should minority shareholders choose to remain? The DPLTA states they would receive an annual guaranteed cash compensation of 6% or €0.66 per share. Specific to the timeline, Tim, I can't remember the exact timeline on how long they can hold their shares. I'm not sure that it's clear that there is, right? So, John, hopefully you heard that. We had a little discussion amongst us. They could hold on to the shares as long as they like. Yes, forever if they choose to.

John, as far as your second part of the question, as far as gross margins, so this should come as no surprise, gross margins for Worthington Steel will be higher because we have higher value-added processes, including galvanized and pickling. So we make galvanized and Kloeckner buys galvanized. So the starting point is just different. So their margins are going to be a little bit lower than ours, but it's one of the synergies that we pointed out. We'll start making galvanized for them once we're able to capture the synergies. And it's the same thing on the inventory turnovers. I don't have a specific number for you with respect to how they performed in the past, but we've put out 150 million of working capital synergies.

So we know a big chunk of that is related to inventory and how we manage the business versus how they manage the business. And it goes back to transformation, right? We've transformed and you can see in the data that we put out there, kind of where we started 15 years ago on inventory days and where we are today, we're looking to put similar improvements at Kloeckner down inventory.

Your next question comes from the line of Martin Englert with Seaport. Martin, your line is open. Please go ahead.

Hello, good morning everyone.

Hi, Martin.

I wanted to see, can you give us a clearer view of Kloeckner's normalized EBITDA on Q1, excluding the purchase accounting, the inventory step up that was the previous $43 million fair value, and anything else that might be in there. Also any type of color on how earnings looked across the Kloeckner business in North America and Europe, and footprint, respectively.

Martin, this is Tim. We're not disclosing at this point, I'll call it segment type data. We're not at that point in the process of being able to talk about that. And then looking back at the, you know, how they performed in the past, you know, we haven't done a pro forma. There's no pro forma available that's been vetted. So we're just kind of looking at Kloeckner. We're making comments about the legacy business. And then we're explaining Kloeckner, kind of what they add to the business.

Right, but the reported results for the quarter, what you did infer within the release, the $43 million, and this was prepared remarks. The $43 million was purchased accounting. That would be non-cash, correct? And that would be additive to what was reported and it was not adjusted out of the $111 million of EBITDA, correct?

That is correct. That is correct. When we say adjusted out of, like what I would say it this way. You could add back the $43 million to the $111 million to get to, you know, $150 million that's more representative of EBITDA.

Okay, excellent. Thanks for clarifying that. For the Kloeckner business, this is maybe a little bit more specific to the U.S., but how much did they source from within the U.S. market from domestic mills versus import?

Martin, this is Jeff. So Kloeckner and Worthington Steel have very similar strategies. We support our local mills. We buy where we produce. It's going to be 99% of their purchases would have come from domestic mills. So that's certainly something. We're excited about, I've talked about the footprint being highly complimentary, being us big in the Midwest and then much bigger in the Southeast and pushing Southwest. And that's going to be great for our supplier base as well because, you know, I say we buy, you know, locally. We truly do buy predominantly most of our steels regionally, and we're in the Midwest, and they're in a similar situation. So we'll have jointly new suppliers in the mix. But same strategy as Worthington Steel.

Okay, understood. That's all I have. Thank you very much.

Thank you, Martin. We have reached the end of the Q&A session. I will now turn the call back to Jeff Gilmore, President and CEO, for closing remarks.

Thank you and a lot of progress obviously this quarter. Another important milestone coming up. I want to again say how proud I am of the Worthington Steel and Kloeckner employees for their efforts and work to date. And then thank you for listening in and showing interest in Worthington Steel. We look forward to talking again next quarter.

This concludes today's call. Thank you for attending. You may now disconnect.

This live transcript is auto-generated without human intervention or review.

Thank you. Thank you for standing by and welcome to Worthington Steel's fourth quarter fiscal 2026 earnings call. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press star 1 to raise your hand. To withdraw your question, press star one again. I would now like to turn the call over to Melissa Dykstra, Vice President of Corporate Communication and Investor Relations. Melissa, please go ahead.

Thank you, Operator. Good morning and welcome to Worthington Steel's fourth quarter fiscal year 2026 earnings call. On our call today, we have Jeff 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 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 materially from those suggested. We issued our earnings release yesterday after the market closed. Please refer to it for more detail on 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 are presented on a stand-alone basis.

You can find definitions of each non-GAAP measure and GAAP to non-GAAP 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 Jeff Gilmore. Good morning and thank you for joining us. Before I get into the quarter, I want to start with the most important development since our last meeting.

call. On June 3rd, we completed the Klockner & Company transaction and became the majority shareholder of the company. This is the largest acquisition in Worthington Steel's history and it is a defining step in building our future. I want to say thank you to our teams across Worthington Steel and to our new colleagues at Klockner. This was a demanding quarter with a lot happening at once. Through it all, our team stayed focused on safety, serving customers, and executing every day while we took a major strategic step as a company. transaction builds directly on what we have been working towards since becoming a standalone public company, a business anchored in value-added processing, disciplined capital allocation, and continuous improvement through the Worthington business system. The Collector acquisition materially expands our scale, our capabilities, and our reach. It gives us a broader set of products and processing capabilities, a larger and more complimentary footprint, and increased end market diversification.

Klockner brings an established footprint and a portfolio that broadens our offerings to include aluminum, stainless, long products, plate and fabrication while complementing our strengths in carbon flat rule and our growing position in electrical steel. Put simply, this transaction gives us more ways to serve our customers more avenues for profitable growth and further strengthens our ability to deliver strong performance through cycles. That diversification matters. A broader, more balanced portfolio paired with more value added processing can improve the quality of earnings through the cycle and reduce reliance on any single end market or product category. We also see a clear opportunity to create value over time through practical levers we understand well, operating discipline, procurement scale, network efficiency, and best practice sharing. As we continue integration planning, these opportunities are becoming even more evident, and we remain confident about our ability to achieve our synergy targets as we move through the required process and achieve operational control. With that in mind, I also want to spend a few minutes on where we are in the Klockner takeover process. As you know, the transaction closed on June 3rd and Worthington owns approximately 62% of Klockner's outstanding shares.

There are still several steps to take before Worthington Steel and Klockner operate as one company. In late March, we announced our intention to pursue a Domination and Profit and Loss Transfer Agreement, or DPLTA. At a high level, this is a German corporate structure that once approved and effective, allows the parent company to direct the management board of the subsidiary and assures alignment across the combined organization. For Worthington Steel, the practical benefit is that it supports more effective coordination, helps us move faster once the appropriate approvals are in place, and creates a clear path to realizing a lot of the synergies we identified. Like the tender offer process, approval of a DPLTA has to follow the required German and legal steps, including shareholder approval, but we believe it is an important part of bringing the companies together in a disciplined way. Additionally, we have announced our intention to pursue a delisting of Klockner shares. Now that the transaction is closed, we believe the business is better positioned as part of Worthington Steel's operating platform as a non-listed company.

Over time, delisting should simplify the structure, eliminate public company requirements, and requirements, and reduce administrative burden. It should give us greater flexibility to focus on operating performance, customer service, integration, and value creation. It does not change the fundamentals of why we pursued the acquisition. We remain focused on building a stronger, more diversified metals processing company with a clear path to long-term value. With the close behind us, our focus turns to execution. Integration is not something you just announce, it is something you deliver. Our teams are focused on day one readiness, integration governance, and aligning priorities so we can bring the organizations together effectively and begin capturing the value we've committed to.

We will be deliberate. We will protect customer service. We will focus on cultural integration, and we will share more each quarter. Before we move on to discuss the corridor, I want to recognize the teams who got us here. Closing a highly structured cross-border transaction, raising more than $1 billion of new capital, and securing regulatory approvals sooner than expected requires real discipline and intense coordination across legal, finance, treasury, operations, IT, HR, communications, and many other functions. I want to thank everyone on our team who had a hand in bringing the transaction to a successful close. With that, let's turn to our results for the fourth quarter. As we mentioned during our last call, we expected several non-recurring items related to the Klockner transaction.

In addition, we also recorded one-time non-cash impairment charges related to the impairment of certain electrical steel assets in both Europe and the United States. Our results reflect that, and Tim will walk through those items in more detail. Net sales increased by 12% to $929.2 million. Adjusted EBITDA was $75.2 million, and adjusted earnings per share were $0.74. From a macro standpoint, the quarter reflected stable to soft conditions. Customers remained deliberate and inventory disciplined, and we continued to see sensitivity to interest rates and broader uncertainty. Trade policy continues to be an important factor, and the industry needs consistency. customers make long-term sourcing and investment decisions based on rules that must be reliable.

As we head toward USMCA negotiations, we welcome steps that tighten enforcement and ensure the agreement delivers on its intent to support North American supply chains and North American manufacturers. manufacturing. At the same time, we remain cautiously optimistic that conditions will improve with the end of the war with Iran and the easing of macro uncertainty. The The pace and timing will depend heavily on various factors, particularly the interest rate path and broader geopolitical stability. If those factors move in a constructive direction, we'd believe demand can improve as we move through the year. Let me break down what we saw in our key markets and what we were watching in the coming months. In automotive, the broader North American market has been steadier than many expected, even with the affordability and macro noise still out there. Production and build plans are holding up and the mix continues to shift in a pragmatic way with OEMs placing more emphasis on hybrids while EV growth has slowed as expected.

For us, the takeaway is simple. This is an environment where execution and share matter, and we like how we are positioned in the programs and applications where quality and reliability win. In construction, conditions remain mixed. There are small pockets that continue to do well, including data center-related activity, but we saw broader weakness as sustained improvement is still sensitive to interest rates and confidence. Until rates move down more meaningfully, customers are going to stay disciplined and selective. We will stay close to demand signals, protect mix, and be ready to move when the market turns. We saw improvements in the ag sector this quarter, partially due to share gains, but looking more broadly, the ag market remains relatively weak. The tone is still cautious and recovery is likely to be gradual rather than immediate, influenced by farm economics and policy conditions.

We are staying disciplined, supporting customers, and focusing on the work we can add value, so we are positioned to benefit as the cycle improves. Our shipments to the heavy truck and trailer segment were down this quarter. However, we are seeing signs of improvement in the Class 8 sector and are more optimistic about the back half of calendar year 2026. We expect a rebound in the truck and trailer market to push back into 2027. There are several other highlights I'd like to point out. On the transformation front, we continue to build repeatable operating capabilities that will improve performance across our network. Last quarter, I described using Lean Flow principles at our Delta Ohio facility to reduce inventory, improve cycle times, and lower working capital intensity by aligning material release and production directly to customer demand.

This quarter, we successfully applied those same concepts at our Bowling Green, Kentucky facility. Working closely with one of our largest customers and key supply chain partners, the team redesigned how raw material enters operation, transitioning from a traditional push system to a demand-driven pull and replenish model. The result was roughly 37% reduction in inventory while maintaining 100% on-time delivery performance. More importantly, the redesign removed a significant raw material storage constraint within the facility, freeing floor space and creating additional flexibility to support future demand and growth with the I-Mod. without additional capital investment. Importantly, the methodology is proving transferable. We are beginning to package the lessons learned from Delta and Bowling Green into a scalable operating model that can be deployed across our footprint. As we enter fiscal 2027, we are already expanding these flow concepts into our specialty strip business. while evaluating where these concepts may apply across the Klockner footprint.

Over time, we believe this supports a broader objective of structurally lowering working capital, improving operating flexibility, accelerating acquisition synergies, and creating additional capacity for growth without relying on higher inventory levels. We also continue to make practical progress with artificial intelligence. This quarter, we expand our automation work into customer order management at Spartan Steel Coating. Our teams developed an AI agent to process highly variable work orders from a key customer. This work historically required employees to review emails, interpret different order formats, identify specifications, and manually enter information into our ERP system. Because the orders varied so much, this was not a good fit for traditional rules-based automation. We created an AI agent trained with historical transaction data.

The agent can understand multiple order formats, identify the correct specifications, and create transactions automatically. In testing, it achieved greater than 90% accuracy, and we expect to deploy it later this quarter. The important point is that we did not ask the customer to change how they do business with us. We built the tool to adapt to the work. This is where we see real opportunity with AI. Improving scalability and controls, reducing manual effort and freeing our teams to focus on higher value work that supports customers and growth. We also received important recognition from key customers I would like to highlight.

Worthington Steel earned John Deere's partner level supplier rating for the 14th consecutive year. We were also recognized earlier this month as a General Motors Supplier of the Year for 2025, our fourth time achieving that distinction and our third year in a row. Those recognitions matter because they reflect how we show up through safety, quality, delivery, partnership, and consistency over time. And I want to recognize the teams behind those results. To the teams serving DR and GM, thank you. Those awards were earned by your hard work and superior performance. Another area of strong performance for Worthington Steel is our culture.

We were selected for the 14th consecutive year as a top workplace in central Ohio. This recognition is based on feedback directly from our employees, so I find it especially meaningful. Top workplace is a designation that our colleagues at Glockner are recognized for as well, and I find it particularly inspiring as we bring our two cultures together over the coming months. To close, I would say this quarter reflects two things at once, steady execution in a mixed macro environment and a major strategic step forward with the completion of the Klockner transaction shortly after the fiscal year end. We remain focused on what we can control, safety customer service, operational discipline, and transformation, and we will bring that same approach to integration. I'll now turn the call over to Tim for more detail on the quarter and the financials. Thank you, Tim.

Thank you, Jeff, and good morning, everyone. I will frame my comments around three areas this morning. First, the underlying operating performance in the fourth quarter. Second, the items that make reported results difficult to compare year over year. And third, cashflow, capital allocation, and the balance sheet as we enter fiscal 2027. Our reported results include several significant items, including Klockner-related transaction and financing costs, as well as a non-cash impairment in our electrical steel reporting unit. Those items had a meaningful impact on results, so I'll separate them from the performance of the ongoing business.

Operationally, the quarter was mixed. We grew net sales and direct volumes, continued to see positive momentum in automotive and certain other end markets, and generated free cash flow while continuing to fund strategic growth projects. At the same time, adjusted EBIT was lower year over year, driven primarily by tighter spreads, lower toll processing volumes, and continued pressure in electrical steel. In the fourth quarter, we reported a net loss attributable to controlling interest of $48.7 million, or 98 cents per share. as compared with earnings of $55.7 million or $1.10 per share in the prior year quarter. The reported results included several items affecting comparability, most notably the non-cash impairment in electrical steel and several Klockner-related transaction financing and investment items. I'll cover those items first, then move to the operating bridge. The clocked or related items fall into four categories. First, we incurred $15.5 million of pre-tax acquisition related expenses, primarily advisory, legal and regulatory fees.

Second, we recognized an $11.5 million pre-tax loss on the foreign currency forward contract used to hedge a portion of the purchase price. Third, we recognized $17.2 million of pre-tax income related to the Klockner securities we held during the quarter, primarily mark-to-market gains. Fourth, we expensed $16.2 million of previously deferred bridge financing costs, which are reported in interest expense. In addition to the Klockner related items, we recognized a $94.5 million pre-tax non-cash impairment in our electrical steel reporting unit, or $1.31 per share. The charge included impairments to both goodwill and certain long-lived assets and reflects a reset in our near-term expectations for certain electrical steel end markets. In Europe, economic activity has remained softer than anticipated, while in the US, we have experienced increased foreign competition and a temporary slowdown in industrial motor demand. These factors affected our near-term outlook and the valuation of certain assets.

While these conditions have impacted results in the short term, they do not change our confidence in the long term fundamentals of the electrical steel market. Electrification trends, grid investment and demand for energy efficient applications continue to support attractive growth opportunities for our business. We remain focused on improving performance. performance through commercial execution, operational excellence, and our transformation initiatives and expect momentum to build, especially with our new Transformer core facility in Canada coming online. Importantly, the impairment does not affect our liquidity, our cash generation, or our ability to invest in the business. It also does not change our view that Electrical Steel remains an important long-term growth platform, particularly in selected automotive applications and in transformer cores as our new Canadian facility comes online. Finally in the quarter we recognized a $1.4 million pre-tax pension gain or one cent per share primarily related to a pension curtailment in Switzerland related to headcount reductions. The prior year quarterly results included several non-recurring items including $1.7 million or one cent per share of the pension. percent per share of pre-tax restructuring charges, primarily related to severance costs associated with our closure of the Worthington Samuel Coil Processing Facility in Cleveland, and an early retirement program in our Taylor Wooded Blank Joint Venture.

Additionally, in the prior year quarter, we recognized a $4 million gain in miscellaneous income associated with a currency hedge on the CDM purchase price. Excluding these items, we generated adjusted earnings of 74 cents per share in the current year quarter compared with $1.05 per share in the prior year quarter. In the fourth quarter, we reported adjusted EBIT of $54 million, which was down $16.1 million from the prior year quarter adjusted EBIT of $70.1 million. The year over year decrease was driven primarily by lower direct spreads, including the impact of the year over year change in inventory holding gains, lower toll processing volumes, and higher SG&A largely related to compensation and benefits, offset by higher direct volumes and an improved toll mix. Total shipments were approximately 939,000 tons down 44,000 tons or 4% year over year as lower toll volumes more than offset volume growth in direct sales. Direct sale volume made up 65% of our mix in the current year quarter compared with 60% in the prior year quarter. Direct volume increased 3% compared with the prior year quarter.

The legacy business was up 1% over the prior year quarter, increasing direct spreads by $2.1 million. Our increased shipments to the automotive market remained a bright spot. Direct shipments to automotive increased 5% year over year. The increase in automotive volume reflects the impact of a key automotive OEM returning to a more normal build schedule after curtailing production last fiscal year, as well as share gains from new programs. We continue to work closely with key automotive customers to develop the right solutions to meet their needs. We take a team approach in working with our customers, ensuring we have the right people executing on desired project outcomes. Outside of automotive, energy volume was up 24% due to new program winds in the solar market, and agriculture volume was up 11%, primarily due to improved OEM equipment demand and share gains.

These gains were partially offset by lower shipments to the construction market down 14%, where we saw increased competition, as well as the tightness in the steel market, limiting our ability to, quote, spot and short-term contract business. Heavy truck was down 14% compared to the prior year due to ongoing market weakness. Direct spreads, excluding volume gains, were down $8.7 million year over year, excluding the impact of the CDEM acquisition. Direct spreads were impacted by a $6.1 million unfavorable swing in pre-tax inventory holding gains. In the current year quarter, we had estimated pre-tax inventory holding gains of $14.7 million compared to estimated pre-tax inventory holding gains of $20.8 million in the prior year quarter. Additionally, direct spreads were unfavorably impacted by the continued compression of value-added market spreads, as well as the increasing market spread between steel raw material prices and scrap recovery. Hot roll coil prices ended the calendar year around $900 per ton and have increased each month since then, ending at nearly $1,075 per ton in May.

We expect the market price for steel to remain volatile in the near term with expected mill maintenance outages resulting in continued extended lead times and a tight market for flat rolled steel. Given that many of our contracts use lagging index-based pricing mechanisms, we estimate pre-tax inventory holding gains in the first quarter of fiscal 2027 will be in the range of $10 to $15 million. Our total inventory holding gains in the first quarter of fiscal 2027 will be in the range Toll processing volumes declined 15% year over year due to a combination of closing our Cleveland area, Worthington Samuel Coil Processing Facility in fiscal 2025 and near term demand headwinds. The impact of the volume decline was $4 million, partially offset by $1.6 million of improved mix due to the addition of some spot tolling business at higher toll spreads. Turning to the other drivers for adjusted EBIT this quarter, manufacturing expenses excluding CDEM were up $2.3 million, an increase of 1%, primarily due to inflationary pressures. SG&A expense, excluding the $15.5 million impact of clocker-related acquisition expenses, was up $6.8 million, primarily due to increased compensation and benefits expense in the legacy business and $4.3 million of incremental SG&A with the addition of CETA. Finally, equity earnings from Servi Acero, our Mexico-based joint venture, decreased $400,000 due to lower direct volumes, partially offset by the favorable impact of exchange rate movements.

Turning to cash flows in the balance sheet, for the quarter, cash flow from operations was $45 million and free cash flow was $8 million. Capital expenditures were $37.1 million in the quarter, related to several projects, including the previously announced electrical steel investments. For We're legging capital expenditures to be approximately $60 million, which includes maintenance projects that keep our key assets market ready. take a disciplined approach to capital allocation, balancing investment and growth with maintaining balance sheet strength. On a trailing 12-month basis, we generated $80 million of free cash flow. At May 31, prior to the Klockner settlement and related financing, we ended the quarter with $85 million of cash and net debt of $172 million, up $11 million sequentially, driven primarily by the strategic capital spent. Earlier this week, we announced a quarterly dividend of $0.16 per share, payable September 29, 2026. To close, the fourth quarter had a number of moving pieces, but underlying results were resilient.

At the same time, the business remained cash generative, direct volumes grew, and we ended fiscal 2021. with liquidity and financial flexibility. Shortly after year end, we completed the acquisition of a majority interest in Clockner, which shifts our focus from transaction execution to integration, synergy capture, working capital discipline and debt reduction. We will provide additional color on the combined worthy and Klockner Company next quarter and expect to report combined results. As we make that transition, you can expect that we will announce earnings a couple of weeks later than usual. As we begin fiscal 2027, our financial priorities are clear. Support the integration of Klockner. Execute on our synergy plans. Complete strategic growth projects already underway.

Improve performance in electrical steel and maintain disciplined capital allocation. I want to thank our Worthington Steel teams for their continued focus on safety, customer service and execution. And I want to extend a warm welcome to our new colleagues at Klopfer. We are excited about what we will build together. At this point, we would be happy to take your questions.

We will now begin the question and answer session. If you would like to ask a question, please press star 1 to raise your hand. To withdraw your question, press star 1 again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Our first question comes from the line of Samuel McKinney with KeyBank Capital Markets.

Samuel, your line is now open.

Hey Jeff and Tim, good morning. Hi Sam. Metal spreads expanded really nicely off the trough last quarter and we've seen the spreads widen even further since the end of your fourth quarter. Can you talk about the potential upside that provides you guys as we move forward as it seems like they should continue to get better in the periods ahead?.

Well, keep in mind from a, let's talk about how spreads change from sequential as well as year over year. So sequentially, we saw an improvement because of volume. That was gross margins up because of that. We continue to, you know, focus on high value added products to push those spreads. But you've got the noise in there. there from increased steel prices, right? So when you look at a year over year basis, what you see is the contractual businesses in the is really based on the market spread, right? And it's based on the margin per ton is locked over that contract period. So what you're seeing as the price of steel moves, the index pricing is also going to move. So. gross margin is going to move around with steel prices.

So year over year what you're seeing is a pretty sizable jump about $175 jump in the price of steel and that's reflected in those spreads.

I think Sam, the last part of that question, I mean, things to possibly look forward to, we've been talking over the last several quarters about the compressed spread between hot rolled and galvanized and hot rolled and cold rolled strip. And historically just speaking about galvanized galvanized, you know, that average spread had probably around $170, $180 per ton. That got as low as $95, which you're well aware of. And more recently, we've seen that approach $200 per ton or a little bit north. So certainly with galvanized... and Coldwell Strip being a heavy portion of our value-added business, that's something for us to start looking forward to over the next six, 12 months, assuming that holds intact, and I don't know why it would not.

Okay. And then given the automotive build rate trends this year versus last, if you could just frame up for us how you're thinking about volume impacts as we move into the new fiscal year in the context of the market share wins you talked about.

Yes, I mean, just we're looking at it very similarly. I mean, if you look at 25, I think you ended up around 15.3 million units. And we'll probably finish up. near that level at the end of this county year. We're still cautiously optimistic. Obviously, interest rates, USMCA, if we can get past some of that clarity, there certainly could be some upside. We're certainly still well off pre-COVID levels. So we would certainly look forward to that. But Sam, as you know, we've been more than able to offset the softness there.

And that was due to market share gains. I mean, we've completely offset that. I can't remember the specific numbers, but similar to last quarter and the quarter prior, If you look at Stellantis build rates and what they're up, we're up north of that. where you've seen a little bit of softening, maybe at GM and Ford, we're up over that as well, or down less. So our commercial team has just done an excellent job. positioning us and we've been fortunate that our customers have rewarded us with that market share. You know, I will tell you that we continue to do well in that market and we have several indications that more market share gains will be coming and meaningful, not something that Sam, you should expect this quarter. That's probably counter year 2027 as we start to see start new programs, new contracts. And even then, it'll take time to filter in just like it did for the market share gains that I spoke of to start.

Understood. I appreciate all the color. Thanks, guys. Thank you, Sam.

Your next question comes from the line of Martin Englert with Seaport. Martin, your line is now open.

Hello, good morning everyone. Hey Martin. Question on auto supply chain and are you seeing any shift away from aluminum back towards steel or anticipating one through the balance of this year after maintenance shutdowns in the summer or for calendar year 2027?.

Yes, we've not heard of any major shifts quite yet. It is absolutely something that the automotive companies are considering. They're always looking at substitute products, but in lieu of what's occurred in the aluminum market, certainly makes going back to steel an attractive opportunity. And I specifically said heard and not we haven't seen because Martin you're aware that's just not an area we play in a lot of where aluminum substituted for steel or may go back is on the exterior of the vehicle. So think closures, exposed parts. And that's just not an area where we play in at Worthington Steel. We are. you know, solely propulsion systems, and then more on the interior part of the automobile as well.

Okay, kind of similar to that. Just looking at potential shifts, but are you seeing any pickup and relocation and reshoring of the auto supply chain from Mexico to the U.S.?.

No, we have not seen a lot of movement at this point and, and we don't anticipate, I think there's a lot of plans in place and certainly, uh, Customers, the OEMs are evaluating those opportunities. But until we have more clarity, excuse me, on the USMCA, I just, I don't anticipate those decisions being made. If we're able to accomplish and get that agreement place smoother and sooner certainly would expect th.

Okay. Within the tolling business, what portion of the volumes are being processed for steel mills generally?.

Generally, our total mix is pretty heavily weighted towards the middle. So I would say 75% or so is weighted towards the middle.

Okay. In your prepared remarks, you noted construction elevated interest rates as maybe a continued headwind in some But what are you hearing within the supply chain regarding other inflationary factors such as high steel and metals prices as well as other inputs sort of general inflationary factors, inhibiting activity, pausing activity, canceling projects that were previously in place?.

I haven't heard anything or any market intelligence of cancellations, but I just think it definitely because of rising steel costs or other inflation, it just the pressure of higher interest rates just becomes that much more. Yes. We start to feel a bit more optimistic about construction in the second half, probably the later second half. But that's really going to come with lower interest rates and then just getting past all the uncertainty with the geopolitical issues and inflation, tariffs. Until we get more clarity there, I think projects will continue to sit on the sidelines outside of data centers.

Okay. And you brought up an example, and I think I asked you maybe a quarter or a couple quarters back about your pursuing some AI applications internally. You gave an example in the prepared remarks. about customer specifications and creating an agent for that application. And you noted 90% accuracy in testing. What bridges the 10% to get you to 100% there? Yes, I just think a little bit more practice and testing with it. I mean, you just, you know, AI is fast.

It's certainly a game changer, we believe, but it's critical. The information that you feed it has to be 100% accurate. So just like any other process you're doing, you have to work through it, trial and error, and we have to feel positive that we are providing the AI with all the accuracy. accurate information, the right information. And we'll get there pretty smoothly and easily, Martin.

Okay. Do you have a specific budget for.

AI spend for the upcoming fiscal year? No, we don't. We haven't set a specific budget. We do a budgeting process. And it's certainly an area, we took on, obviously, quite a bit of debt for the deal, and we want to be mindful of paying... debt down, but an area that we want to continue to invest in is artificial intelligence. And we are pretty close to announcing some partnerships with two different firms for different reasons to help us accelerate our AI journey.

Okay. Could we take a minute and just review synergies with Klockner? I know you've touched on this before, but I believe you're targeting on $150 million, categories that you expect to realize that 150 million within Revisit the Time Horizon? And then is there an upper bound, lower bound, or plus or minus that 150 million that you're thinking about?.

So we're going to stick with 150 million EBITDA synergies. We also had said we think there's another 150 million of working capital opportunities as well. Martin, I would... would split that 50-50 year one and year two. That's what we've said publicly. And the only other context I can provide to you is that we are highly confident in our ability to achieve this, as well as cutting the debt in half within the same time period. YOU KNOW, UNTIL WE REACH DPLTA, WE'RE NOT REALLY ABLE TO able to start integration. And that's what was exciting about accelerating the closing. It allows us to get to DPLTA sooner and start working closely, collaborating, and putting our plans in place and getting to some action.

So that's what we're most excited about.

There are no further questions at this time. I will now turn the call back to Jeff Gilmore, President and CEO, for closing remarks.

So just want to say thank you again for joining us this morning. I really want to close by emphasizing that our strategy remains intact. Electrical steel continues to be a key part of our growth strategy. And now we're turning to the next phase of the Klopner transaction with focus and confidence, ready to execute, integrate thoughtfully.

and create value over time. So thanks for joining us. This concludes today's call. Thank you for attending. You may now disconnect.

[Call has ended.]

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

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

Thank you, operator. Good morning, and welcome to Worthington Steel's Third 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 materially from those suggested. We issued our earnings release yesterday after the market closed. Please refer to it for more detail on 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 are presented on a standalone 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 made available later today on worthingtonsteel.com. Now I'll turn it over to Geoff Gilmore.

Good morning, and thanks for being with us today. It's been a memorable few months for us, to say the least. As most of you know, in January, we announced our proposed acquisition of Kloeckner, which will be the largest in our history and a meaningful strategic step for the company. I appreciate that even with an announcement of this size and the work that goes with it, our team stayed anchored in what matters: safety, serving customers and improving the business every day. Thank you to the entire Worthington Steel team.

This quarter, I'll start with an update on the Kloeckner acquisition. The combination of our two organizations will create a larger, more diversified metals processing platform with meaningful opportunities to generate value and capture synergies through Worthington's proprietary base business improvement program that we call the transformation. This transaction is being executed through a voluntary public tender offer in Germany and remains subject to the tender process and required regulatory approvals.

Since our investor call in January, the voluntary tender offer has been launched. We have submitted requests for regulatory approval in the required jurisdictions, and we are beginning to see approvals come through. Overall, the process is progressing well. Today is the final day of the initial acceptance period of the tender offer process, and we are confident we will secure enough shares to meet the 57.5% minimum threshold.

We continue to expect the transaction to close in the second half of the calendar year. In preparation for closing, we've begun internal planning focused on integration, governance and day 1 readiness. We're doing that responsibly and deliberately with an eye toward maintaining our high-performing cultures, unlocking value and accelerating growth.

Most importantly, this deal is about combining two great companies that share the same values. I've had the opportunity to spend time with several of our future Kloeckner teammates, and it reinforces our view that Worthington and Kloeckner are culturally aligned and fit together very well. Furthermore, since our announcement, the response from customers, suppliers and investors has been overwhelmingly positive. As a reminder, the German public company takeover process is highly structured, and we will continue to provide updates as we reach key milestones.

With that, let's turn to our results for the third quarter. Net sales were $769.8 million. Adjusted EBITDA was $41.6 million, and adjusted earnings per share were $0.27. On a macro level, the third quarter of our fiscal year was volatile and uneven, with galvanized spreads remaining compressed and the effects of the holidays and winter weather dampening and delaying industrial activity. While direct volumes were up over the prior year, overall conditions were stable to soft, keeping customers' inventory disciplined and highly sensitive to interest rates and uncertainty. Even with those headwinds, our execution remains strong where it matters most: safety, customer service and transformation.

Commercially, the team continued to win the right work and capture high-value opportunities, including building on our momentum in the automotive market. Our direct shipments in Q3 to the Detroit 3 increased by approximately 13%, significantly outpacing the reported 3% growth in Detroit 3 production for the quarter. As discussed last quarter, the outlook for the automotive market heading into calendar year 2026 remains cautiously optimistic. Conditions appear to be moving toward a more robust market later in the year. That view is supported by growing confidence that a USMCA agreement will be completed in 2026, removing a significant amount of market uncertainty.

Turning to agriculture. We believe we are nearing the trough of the market cycle and that a slow rebound will begin in late calendar year 2026. On a positive note, our team has been able to secure new business with a key customer in this market, which will continue to ramp up over the next few quarters.

In construction, conditions remained flat in most segments. We expect to see data center growth continue. And as lower interest rates take hold, we believe we will see some expansion in the second half of 2026 due to pent-up demand. And in heavy truck and trailer, as we expected, the market started off slowly in calendar year 2026. We are more confident about the back half of this year, where we expect to see a pickup in both the Class 8 truck sector as well as the trailer market. Looking ahead, we are still cautiously optimistic about the second half of calendar year 2026. Overall, the backdrop looks modestly encouraging as key economic indicators show a return to expansion.

With that market context, let me turn to our strategic priorities. We continue to make progress in the areas that matter most: investments in electrical steel growth, innovation and transformation. In electrical steel, we advanced the projects that underpin our longer-term growth strategy. In Canada, we have shifted some production to our new facility and are shipping from both locations. We will finish moving the existing equipment and production to the new facility over the next few months. We have more than 60% of the increased capacity sold for the facility. We're sequencing the start-up to protect performance and service levels, and we expect to fill the balance relatively quickly as the facility ramps up.

Our traction motor lamination facility expansion in Mexico is also on track and will begin shipping production parts this quarter. Almost all the OEMs tied to the expansion are experiencing some type of OEM delays. Previously, we expected to reach full production levels in fiscal 2028. However, the OEMs have pushed out a number of the programs for a variety of reasons. While timing is shifting on production starts for some of our new programs, when these platforms reach full production volumes in fiscal 2029, we will be at 75% capacity based upon the current contracts. These delays are not surprising, as many automotive OEMs are rethinking their electrification strategy.

With the elimination of the fuel economy mandate and the elimination of the $7,500 federal tax credit, the market is clearly pivoting away from a government-driven BEV mandate to a consumer-led demand for hybrids. The data is quite clear. Year-over-year, hybrid sales in the U.S. increased 18% in 2025, and the same trend is happening in early 2026. Sales and production of hybrids are both up more than 10%, and the shift to hybrids is expected to continue. We are also seeing reports of increased consumer interest in hybrid and full electric vehicles due to rising oil prices and geopolitical tensions. While it is too soon to see if this will translate into sales, we will be watching closely and are well positioned to capitalize on this renewed interest.

From a commercial standpoint, we have seen a slowdown in quotes for pure BEV opportunities, but the quote activity related to hybrids is picking up. We are excited by the growth in hybrids as we have the opportunity to produce the electrical steel laminations for a hybrid traction motor, as well as the specialty cold-rolled steel used in the powertrain for the hybrid internal combustion engine.

We continue to improve our business and find efficiencies using the Worthington Business System and artificial intelligence. In one notable project, we used our transformation process to implement a lean flow operating model at our Delta, Ohio facility that aligns material release, production and purchasing directly to customer demand, replacing a forecast-driven push process with a more disciplined pull approach. This allows us to tighten our purchasing windows and drive down inventory. The work has led to 60% fewer coils held in our work in process day and an overall reduction of 6 days of inventory over the past 26 months.

As the next step in the process, we will be adding predictive AI tools to ensure our flow is not only disciplined, but also predictable. That means spotting problems earlier and moving more quickly to remedy them. Predictive flow helps us stabilize performance as we run leaner, enabling faster, more consistent decisions at lower working capital levels. Further, we will use what we learned at Delta, package what works and build scalable solutions we can use across our footprint.

We also continue to make progress transforming our administrative functions. When we stepped back and looked at where we started about a year ago, a few themes stood out. There was a significant amount of manual, repetitive work, a fair amount of variation on how processes were executed across functions and facilities, and much of the work was being managed through e-mail, spreadsheets and manual follow-ups.

We are addressing that in a couple of ways. First, where we see discrete opportunities to remove manual effort, we move quickly using automation and AI. For example, we are developing an AI agent for daily cash posting in our finance group that is expected to eliminate a significant amount of manual data entry and free up about 30 hours per month of analyst time. We've also deployed automation in accounts payable that is reducing manual invoice interventions and should remove roughly 150 hours of work per month as the models continue to improve. And in our order-to-cash process, robotic automation that reconciles shipping notices with customer portal data has helped accelerate cash collection and reduce past due balances.

Second, for workflows that are more interconnected, we are using AI to assist us in mapping processes, establishing standard work and removing waste. For instance, in the indirect purchasing, we redesigned the sourcing workflow and then layered in analytics and AI tools that allow the team to focus more on strategic sourcing rather than repetitive tasks. We're still early in this part of the transformation journey, but what we are building is a repeatable capability that allows us to apply automation and AI across more processes and functions over time, structurally improving efficiency and scalability across the organization.

To close, while this was a challenging quarter from a macroeconomic standpoint, our team remained focused on executing the business, advancing our electrical steel strategy and moving the Kloeckner process forward in a disciplined way. At the center of that is a culture that puts safety first and reflects the dedication of our people across the organization. To our employees, thank you. The discipline, care and commitment you bring every day are what turn our strategy into action.

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

Thank you, Geoff, and good morning, everyone. Our third quarter was a disciplined quarter in a more challenging environment. While we saw softer demand in certain markets and continued pressure in Europe, we executed well, generating strong free cash flow, gaining share in key markets and maintaining a strong balance sheet. That consistency in execution, particularly in more challenging environments, is a hallmark of how we run the business. We also took an important strategic step forward with the proposed Kloeckner transaction, which we believe will strengthen our long-term positioning.

For the third quarter, we reported earnings of $10.4 million or $0.20 per share as compared with earnings of $13.8 million or $0.27 per share in the prior year quarter. There were several nonrecurring items that impacted comparability in the quarter, including a number of Kloeckner-related items which are primarily transactional and timing related and not indicative of our ongoing operating performance.

First, the current quarter results include $15.4 million of pretax SG&A expense or $0.24 per share for advisory, legal and regulatory fees incurred in connection with the previously announced acquisition of Kloeckner. Additionally, we recognized $9.1 million of pretax miscellaneous income or $0.14 per share related to a foreign currency forward contract designed to hedge a portion of the Kloeckner purchase price. Unrelated to the Kloeckner transaction, we recognized a $6 million pretax restructuring gain or $0.06 per share on the sale of real estate and equipment associated with our previously announced Worthington Samuel Coil Processing plant closure in Cleveland, Ohio.

Finally, in the quarter, we recognized a $1.5 million pretax impairment of certain internal-use software, or $0.03 per share. The prior year quarterly results included several nonrecurring items, including a $7.4 million pretax impairment of assets or $0.07 per share, primarily related to the operational consolidation of our Worthington Samuel Coil Processing facility in Cleveland into WSCP's remaining facility in Twinsburg, Ohio. Additionally, we recognized pretax restructuring expenses of $900,000 or $0.01 per share related to a voluntary retirement plan at our tailor-welded blank joint venture. Excluding these items, we generated adjusted earnings of $0.27 per share in the current year quarter compared with $0.35 per share in the prior year quarter.

In the third quarter, we reported adjusted EBIT of $20 million, which was down $5.3 million from the prior year quarter adjusted EBIT of $25.3 million. The year-over-year decrease was driven primarily by lower toll processing volumes, higher SG&A largely related to compensation and unfavorable results in Europe, partially offset by higher direct volumes and higher equity earnings from Serviacero. Total shipments were approximately 818,000 tons, down 64,000 tons or 7% year-over-year as lower toll volumes more than offset volume growth in direct sales. Direct sale volume made up 63% of our mix in the current year quarter compared with 57% in the prior year quarter. Direct volume increased 4% compared with the prior year quarter. The year-over-year increase was split evenly between the legacy business and the addition of Sitem compared to the prior year quarter.

Our increased shipments to the automotive market remained a bright spot. Direct shipments to automotive increased 10% year-over-year. Similar to last quarter, the increase in automotive volume reflects share gains from new programs, plus the impact of a key automotive OEM customer returning to a more normal build schedule after curtailing production last fiscal year. This growth in the automotive market reflects the strength of our long-standing customer relationships and our collaborative, proactive approach to assisting customers to meet their needs.

Outside of automotive, agriculture volume was up 9%, primarily due to improved OEM equipment demand. And container volume was up 11%. As Geoff mentioned earlier, we won additional business with a key OEM customer in the ag sector. These gains were partially offset by lower shipments to a number of other markets, including energy, which was down 22% year-over-year, largely driven by project-based solar programs. Construction was down 7%, and service center, where we saw some increased competition, was down 21%. Heavy truck was down 12% due to ongoing market weakness.

Toll processing volumes declined 22% year-over-year due to a combination of closing our Cleveland area Worthington Samuel Coil Processing facility in fiscal 2025 and near-term demand headwinds. We view the softer market conditions in toll processing as cyclical, not structural, and expect toll volumes to improve as end market demand recovers, excluding the impact of the Cleveland facility consolidation last May.

Direct spreads were relatively flat year-over-year, excluding the impact of the Sitem acquisition, which closed in June. Direct spreads were impacted by a $3.3 million favorable swing in pretax inventory holding gains. In the current year quarter, we had estimated pretax inventory holding gains of $2.1 million compared to estimated pretax inventory holding losses of $1.2 million in the prior year quarter. After stabilizing around $800 per ton in the fall, the price for hot-rolled coil increased $175 per ton in our third quarter to approximately $975 per ton. We expect the market price for steel to remain volatile in the near term with expected mill outages, extending lead times and a tightening market. Given that many of our contracts use lagging index-based pricing mechanisms, we estimate in our fourth quarter of fiscal 2026, pretax inventory holding gains will fall within a range of $15 million to $20 million.

Turning to the other drivers for adjusted EBIT this quarter. SG&A expense, excluding the $15.4 million impact of the Kloeckner-related acquisition expenses, was up $7.5 million, primarily due to increased compensation expense in the legacy business and $4.8 million of incremental SG&A with the addition of Sitem. It is worth noting that our Q3 results include increased headwinds in Europe.

As expected, Sitem EBIT prior to minority interest decreased $8.4 million during the quarter. This performance reflects challenging economic conditions in Europe, particularly in the electrical steel and automotive end markets, where demand remains weak, and competition, especially from China, has intensified. While expected, we are actively addressing these headwinds through cost actions and operational adjustments, and our team in Europe is moving with urgency to improve performance.

Although near-term conditions remain challenging, we are focused on positioning the business to return to profitability and to capture share as the market recovers. Finally, equity earnings from Serviacero, our Mexico-based joint venture, increased $3.5 million due to higher direct spreads, inventory holding gains, as well as the favorable impact of exchange rate movements.

Turning to cash flows on the balance sheet. For the quarter, cash flow from operations was $63 million and free cash flow was $33 million, with both metrics benefiting from a reduction in working capital. Capital expenditures were $30 million in the quarter related to several projects, including the previously announced electrical steel investments. We expect CapEx for fiscal 2026 to finish in the range of $110 million to $115 million as several of our large capital growth projects transition from the build phase into start-up production. In addition, we are pursuing maintenance projects that keep our key assets market ready. We take a disciplined approach to capital allocation, balancing investment in growth with maintaining balance sheet strength.

On a trailing 12-month basis, we generated $81 million of free cash flow. We increased borrowings during the current quarter on our ABL to purchase approximately 8.3 million or 8% of Kloeckner shares for $101 million. We ended the quarter with $90 million of cash and net debt of $161 million, up sequentially, driven primarily by the purchase of Kloeckner shares. Earlier this week, we announced a quarterly dividend of $0.16 per share, payable on June 26, 2026.

In summary, this was a disciplined quarter in a more challenging environment. We are gaining share in key markets, generating consistent cash flow and maintaining a strong balance sheet. At the same time, we are taking actions to address underperformance in Europe while continuing to advance our strategic priorities, including the proposed Kloeckner transaction. This reflects how we manage the business, staying focused on execution and positioning the company to perform through cycles. We believe these actions position Worthington Steel to navigate the current environment and continue creating value over the long term.

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'll be happy to take your questions.

[Operator Instructions] Your first question comes from the line of Samuel McKinney with KeyBanc Capital Markets.

With direct volumes for the third quarter only up 3% year-over-year, I'm surprised to hear you say the direct auto shipments increased by 10%. Assuming much of this was owed to the market share wins you've outlined, can you talk through some of those wins and the impact they're having?

Yes, Sam, this is Geoff. I'll take that. Clearly, positive impact. If you look at automotive as a whole, it was down maybe 1% or 2% actually year-over-year. And -- so I think as we mentioned, if you look specifically at the Detroit 3, their production was up 3%, and ours were up 13%. So if you look at the difference in the gap, that really is that market share gain that we've been speaking about the last several quarters. And fortunately, for us, we've continued to win market share with those customers mentioned as several -- as well as several others. So that's something that you'll continue to see layered in.

The beginning of your question was, hey, being up 13% there, but only 3% as a whole. As you're aware, weather in the Midwest was quite challenging late January, and specifically for a week. And that absolutely disrupted the entire supply chain, whether it was the mills trying to ship out, to us receiving in, and to -- then to us trying to ship to our customers. And probably, the impact there was 10,000 to 15,000 tons. And look, the mills are extremely busy right now. They have extended lead times, their on-time delivery performance has been challenging. And so we just weren't able to make up for that backlog during the month of February. We did some, but again, we probably could have shipped closer to 15,000 additional tons. Fortunately, those aren't orders lost. We'll make up that backlog and are starting to do so already this month.

Okay. That's helpful. And then on to Kloeckner, how should we think about the over $100 million of short-term debt you used to purchase their securities? Just any other color you could give on that equity investment in the context of meeting the threshold would be helpful. Like Tim said, that's about 8% of the Kloeckner shares.

Yes. Sam, this is Tim. So we had the ability through antitrust or we had a look at the regulations of antitrust as far as how much we could buy. And we did buy in the open market, 10%. And we used that opportunity when the tender offer was announced to buy in the open market. So we increased our ABL by $126 million, and we used $101 million of it to buy shares in the open market. As long as the price stays below the tender offer of EUR 11, we can buy shares. So you've seen the price of Kloeckner rise a little bit, that shut us out of the market. So we bought shares early in the quarter, and we haven't bought much since.

Okay. And then last one for me. Steel pricing obviously has remained hot in recent weeks. Can you give us a sense of the net working capital expectation for the fourth quarter in the context of the $15 million to $20 million of inventory holding gains?

Yes. I think there, I mean, we are definitely going to see some upward pressure on working capital. I think you can kind of look at the percentage price increase and kind of translate that into how much working capital should go up. But you will absolutely see some upward pressure on working capital in Q4 for sure.

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

The German stock market is down 8% year-to-date. And their economy is more vulnerable to the energy escalation, as they're almost entirely an energy importer. Does your view of the amount of debt level that you want to hold post acquisition or the degree of exposure to Europe change given our incursion into Iran and the subsequent events in the last 4 weeks?

John, good question. Hi, by the way. Thanks for calling in. Look, we went into this acquisition eyes wide open and a clear understanding on Europe and the current challenges. I think, a few things. First, their economy. I think they are doing their own things to increase, I'll call it, protectionism, which certainly will help their economy, specifically, I think, aimed at China. I think they've increased spend on defense pretty significantly here over the last 6, 12 months, which should benefit the business environment, specifically manufacturing.

But what we did not predict was a war with China and the impact -- or China, I'm sorry, with Iran and the impact on the oil prices. So right now, it's not having a major impact on the business here or Europe. But if this is prolonged, yes, then we certainly are concerned about their economy, but we're equally concerned about the economy here. Obviously, higher energy prices, higher gas prices is certainly not going to be good for either economy. So that's really our position on it right now.

So following up on what you just said, would you then want to have more equity in your financial structure and less debt?

No, John. We're comfortable with the capital structure, where we're moving forward right now. We're quite comfortable with the debt level that we'll be carrying forward. And to be more transparent, it's because we're very confident in our plan and how we'll go about paying that debt down over time. So we haven't had any serious discussions about reducing the debt and increasing equity as part of the capital structure. And I think we're going to be in very good shape.

There are no further questions at this time. I will now turn the call back to Geoff Gilmore, President and CEO, for closing remarks.

From a macroeconomic standpoint, there were some challenges with the business. But just a reminder, during last call, I addressed the overall market as well as some of the challenges in spreads, specifically hot-rolled and coated and hot-rolled and cold-rolled. But at that time, I mentioned I felt like the quarter would be really -- we'd be experiencing the trough. And I feel strongly that that's the case, and that's what we've seen.

I think the tightness in the market in the U.S. and where we're seeing prices headed, along with -- cautiously optimistic now on all markets that we're starting to see recovery. And that's the sentiment across the market. We're no different that we can start to see signs of growth, not just with market share gains in automotive, but other key markets as well. And certainly, those markets will increase demand for galvanized as well as cold-rolled. And hopefully, we start to see some of that spread pressure alleviate gradually over time.

More importantly, we could not be more well positioned to continue to grow as a company, have a great deal of confidence of us achieving the threshold goal for Kloeckner. And that just puts us in a position to accelerate growth moving forward. So the business is in great shape. Look forward to what's to come, and thank you again for listening in today.

This concludes today's call. Thank you for attending. You may now disconnect.

Good morning, and welcome to Worthington Steel's January 16 Investor Call. [Operator Instructions] Now I'll turn the call over to Melissa Dykstra, Vice President of Corporate Communications and Investor Relations.

Thank you, operator. Good morning, and thank you for joining us for today's call. I'm Melissa Dykstra, Vice President of Corporate Communications and Investor Relations at Worthington Steel. With me today are Geoff Gilmore, our President and CEO; and Tim Adams, our Chief Financial Officer.

On Slide 1, you will find our safe harbor statement. 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. Today's call is being recorded, and a replay will be available later today on worthingtonsteel.com. With that, I'll turn the call over to Geoff.

Thanks, Melissa. This is an exciting day for Worthington Steel. We are taking a strategic and transformative step in our growth journey.

Through the acquisition of Kloeckner, we will strengthen our position in high-value metals processing, create meaningful value for our shareholders, deepen our strong relationships with our customers and suppliers, and generate new opportunities for our employees.

Worthington and Kloeckner share a focus on safety, operational excellence, innovation and disciplined execution. By integrating Kloeckner's capabilities, we will build a more resilient business and drive long-term value creation. Our two companies will be stronger together.

On Slide 2, you'll see our strategic logic for why we are pursuing this combination and why we believe it matters. Tim and I will talk about each of these points in more detail. But the key takeaway is we will become a larger and more diversified market leader.

When closed, we expect to become the second largest service center in North America. We'll expand our geographic reach, offer a more diversified set of products and begin to serve new markets. At the same time, we will enhance our existing strengths in carbon flat roll-steel and electrical steel laminations.

We've identified key synergies and growth initiatives and believe the cultural alignment between our two organizations will streamline integration and allow us to maintain our disciplined approach to process improvement.

The key takeaway is that this combination creates a larger, more diversified metals processing platform with meaningful opportunities to apply our transformation playbook.

Turning to Slide 3. I want to explain how this acquisition fits the criteria we have shared in the past. Worthington Steel is very deliberate in how we evaluate acquisitions. We look for well-run businesses with strong management, a culture aligned with our philosophy and a disciplined financial framework. We target deals that will be EPS accretive in a short period of time and improve the quality of our earnings, including overall EBITDA margin.

We also prioritized opportunities where we can create value through a proven transformation process and capture synergies. We place great importance on finding acquisitions that strengthen us in markets we know well or expand us into new and attractive markets.

Kloeckner checks all these boxes. They embarked on the path several years ago to shift toward a higher value-added portfolio and are well down that path. They also bring a long operating history and long-standing partnerships with both customers and suppliers. Just as importantly, we see strong cultural alignment with Worthington's golden rule-based philosophy, which we believe supports disciplined execution once we close.

Financially, we expect the transaction to be accretive within the first full year of operation with margin expansion expected over time, driven by synergies and complemented by a number of strategic growth projects already underway at Kloeckner. Transformation is a mechanism through which we've historically delivered synergies, and it will be the primary driver here as well.

Strategically, Kloeckner strengthens our core in carbon flat-roll and electrical steel, while expanding our portfolio to include aluminum, stainless, long products and downstream fabrication. It also diversifies the markets we serve and expands our footprint, particularly in the Southern U.S., which we believe improves resilience across cycles. Importantly, to reduce leverage following close.

Now let's take a closer look at Kloeckner's business. On Slide 4, you'll see Kloeckner's shipped 4.2 million tonnes on a trailing 12-month basis, which generated sales of $6.3 billion. Kloeckner is listed on the Frankfurt Stock Exchange and has nearly 100 million shares outstanding, approximately 42% of the shares are owned by a single shareholder in the holding company called SWOCTEM. I am pleased to announce SWOCTEM fully supports the transaction and signed an irrevocable agreement to tender their shares in support of our offer.

Kloeckner operations include approximately 110 facilities and approximately 6,000 employees in North America and Europe. It is important to keep in mind that most of their shipments and sales are within the North American market. Slide 5 outlines one of the most important benefits of this transaction. The expansion and diversification of our footprint in terms of geography, product offering and markets served. This diversification gives us more flexibility and better balance across different demand environments. It also enhances our ability to serve customers with more localized coverage, especially in the Southern U.S., where growth, manufacturing activity and reshoring trends continue to shift industrial demand.

Kloeckner's business model is similar to Worthington's from the standpoint of buying local to serve local. Kloeckner has a broad footprint serving customers locally with a wide product offering and extensive processing and fabrication capabilities. That matters because it expands the ways we can support customers, more lanes, more local responsiveness and more capability to solve problems all within close proximity to where customers operate.

From a product standpoint, this combination broadens Worthington's portfolio beyond our carbon flat-roll core into complementary categories such as aluminum, stainless, long products, plate and downstream fabrication. That breadth is strategically important because it helps create a more diversified market portfolio, which we believe can mitigate cyclicality over time.

At the same time, this transaction enhances our existing strengths. We remain firmly anchored in carbon flat-roll steel in the U.S. and Mexico and we continue to build our differentiated position in electrical steel laminations, an area we believe is supported by long-term demand tailwinds tied to electrification and grid investment.

Like Worthington Steel, Kloeckner has made a series of investments and divestitures over the past several years to focus on their core strengths and higher value-add processing.

Slide 6 shows some of the key moves the company has made over the past 4 years to transition their business. By increasing their focus on specialized markets and higher value add, while reducing the reliance on distribution-only businesses, Kloeckner has positioned itself for margin expansion.

Turning to Slide 7. One of the things we like about this combination is that it strengthens the near-term platform while also expanding the longer-term growth pipeline. Kloeckner has been investing in value-added projects that complement where we believe the industry is headed. Projects such as adding aluminum processing, increasing plate processing capabilities and expanding their existing presence in the electrical steel market to meet the growing demand for electrification.

These are all excellent projects, and they are complementary to our existing strategic priorities. These projects offer an opportunity to bring a variety of new solutions to our customers over time.

Slide 8 shows how this combination diversifies the larger portfolio in practical value-creating ways. It broadens our product offering beyond carbon flat-roll into aluminum, stainless, long products and plate, and it expands our value-added processing capabilities, including downstream operations like fabrication.

The combination also meaningfully extends our geographic reach, particularly in the Southern U.S. and Mexico, which strengthens local coverage and over time can improve service responsiveness and supply chain efficiency.

And finally, it broadens the markets we serve, creating a more balanced end market mix that we believe will make the combined company more resilient across cycles.

The chart on Slide 9 puts the increase in scale into context. Post close, the combined company would be positioned as the clear #2 service center in North America by revenue.

But let me be clear, this transaction is not about size for the sake of size. Scale means a stronger platform for operational improvement and business resilience, and that's great news for our customers, suppliers, employees and shareholders.

We're excited about bringing our two companies together. I want to thank everyone who helped us arrive at this momentous day.

Now I'll turn it over to Tim to walk through the transaction details.

Thanks, Geoff. I'll jump right to Slide 10. This transaction is structured as an all-cash acquisition through a voluntary public tender offer in Germany executed via a wholly owned acquisition vehicle. Under the proposed terms, the offer price will be EUR 11 per share in cash, implying an enterprise value of approximately USD 2.4 billion.

We anticipate combined sales of $9.5 billion and an EBITDA margin of 7%, which includes run rate synergies of approximately $150 million by the end of 2028. We expect the transaction to be accretive to Worthington Steel's earnings per share within the first full year of operation, driven by scale benefits, financing structure and early synergy realization.

On an implied basis, the transaction values the business at approximately 8.5x trailing 12-month EBITDA as of September 2025 before synergies. The stand-alone valuation is consistent with service center precedent transactions, synergies, enhance returns, but the deal clears our financial thresholds before considering them.

Including $150 million of expected synergy, the effective multiple improves to approximately 5.5x, reflecting the earnings uplift from integration execution. Importantly, the offer is fully financed with committed facilities and is not subject to any financing conditions.

From a balance sheet standpoint, we expect pro forma net leverage to be approximately 4x at closing. With a clear target and plan to reduce leverage below 2.5x within 24 months. The offer will be subject to a minimum acceptance threshold of 65% and we have signed an irrevocable agreement to accept the offer with Kloeckner's largest shareholder who owns 42% of Kloeckner shares. Based on the process and required approvals, we currently expect the transaction to close in the second half of this calendar year.

Turning to Slide 11. At close, the combined company will have meaningfully greater scale, broadened reach and an expanded end market profile. We will combine the larger scale and broader customer reach with the Worthington business system, which we expect to drive swift synergy realization, margin expansion and prudent working capital management. We expect this will result in the transaction being accretive to Worthington EPS within the first full year of operations, while maintaining margins over 7%.

If you take a look at Slide 12, you'll see that we have identified approximately $150 million of annual run rate cost and operational synergies expected to be achieved by the end of fiscal 2028 with about 50% of that expected to be realizable in year 1. These estimates are preliminary, but they are grounded in specific actions that we have executed in prior integrations. Roughly half of the synergies are tied to procurement, logistics and overhead actions that are within our direct operational control and not dependent on market recovery.

The underlying drivers are practical and familiar. Capturing procurement benefits from increased scale, optimizing logistics of the significantly larger network, improving operational efficiency and productivity and reducing duplicative administrative costs. Our preliminary estimate for the onetime cost to achieve these synergies is approximately $40 million, a relatively modest number compared to the overall synergy target.

Moving to Slide 13. It is worth pointing out that one of the attractive features of this transaction is the asset base underpinning it. More than 70% of enterprise value is backed by net working capital, which materially limits downside risks and provides balance sheet flexibility.

Slide 14 outlines the transaction process. This is a German public tender offer and the process is defined and regulated. The offer document will be submitted to BaFin, German's Financial Regulatory Authority for approval and following approval, the acceptance period typically runs several weeks along with other required approvals. We have committed bridge financing of $1.9 billion from our financing banks. We will begin work on the permanent financing almost immediately. The size of the permanent financing will depend on the number of shares that are tendered in the process and will be adjusted for the existing Kloeckner debt that is rolled over. We expect the transaction to close in the second half of this calendar year.

Turning to Slide 15. After the transaction closes, our near-term financial priorities are clear. Deleveraging, synergy capture and maintaining a disciplined balanced capital allocation approach, including our commitment to maintaining the dividend. We have a clear line of sight on the steps we need to take to meet our goal of reducing leverage below 2.5x within 24 months.

The sources of deleveraging are straightforward. Combined cash flow generation, synergy realization and selective monetization opportunities without losing sight of disciplined reinvestment. And because there are meaningful gating items before closing, regulatory approvals and German takeover process, we will not get ahead of ourselves on integration specifics today. That work becomes appropriate once the transaction closes.

Finally, I'd like to thank our teams from Kloeckner and Worthington, where you work on the transaction. Your dedication, commitment and respect showed in every interaction.

Now I'll turn things back over to Geoff.

Thanks, Tim. I'm sure you can hear our enthusiasm about what this transaction will mean for Worthington Steel's business, our shareholders, employees, customers and suppliers. We are taking that same energy into our integration planning as we work toward closing.

To summarize, this combination works because the assets fit. Kloeckner's footprint and product mix line up directly with Worthington's operating model, particularly in high-value flat-roll and electrical steel. We see clear opportunities to apply Worthington's transformation playbook across Kloeckner to drive improvements in throughput, margins and working capital without disrupting customers. This is a straightforward integration of two businesses with similar operating models where we can apply a proven playbook without disrupting customers. As a result, the synergies are well identified, quantified and achievable within our normal operating cadence. We firmly believe Worthington and Kloeckner will be stronger together.

Now we'd be happy to take your questions.

[Operator Instructions] Your first question comes from the line of Phil Gibbs of KeyBanc Capital Markets.

Congratulations, team. Can you please review the cadence of the synergy capture again? I believe you said $75 million achievable essentially in year 1 right off the bat, very easily achieve vis-a-vis procurement. And then maybe outline the path beyond that for us? And I'm not sure how much Europe becomes of your pro forma revenue at this point as well. So trying to get an idea of that.

No problem, Phil. Tim, you want to grab the synergy question?

Yes, absolutely. Yes, Phil, I think you've identified the right kind of low-hanging fruit out of the gate. Synergies are really focused on procurement savings, SG&A efficiencies, operational best practices. Again, we think how that should be achievable within the first year. And what gives us confidence in that is we've developed over the years a pretty nice playbook with respect to synergy capture. We've created for this project specifically an integration management office and we've staffed it with some of our best people.

We recognize this deal is pretty large. So we're going to bring in some help from the outside. We've got some third-party experts that will help us with synergy capture and integration. Our team understands what the targets are and what the time line is. And the goals are clear and the accountability through the integration management office is in place.

Phil, this is Geoff. The only thing that I would add, Tim hit that perfectly. And again, we'll have some of our best and brightest assigned to that process. And I think something else we're extremely excited about is the leadership team at Kloeckner and their employees as well. So we will certainly have some of their best and brightest working alongside us on that team as well.

And then the question vis-a-vis Europe as well, how much does that become of your pro forma revenue mix versus North America? I know you said over $9.5 billion combined revenue for the company and second largest in North America, but what's the split between North America and Europe?

If I remember correctly [indiscernible]

Phil, I think it's around -- Yes, absolutely. I think it's around 20%, if I did the math correctly.

Your next question comes from the line of John Tumazos of JTVIR.

I'm delighted to be a shareholder. Thank you for doing such a good job. What percent of the $2.4 billion enterprise value do you think the monetization opportunities might be a 10% magnitude?

Tim?

Yes, I think we've got to look at that. I mean, I think what we'll do as part of the integration. I mean our focus right out of the gate is, look, what are the synergies in North America, that's where the low-hanging fruit is, and that's what we're going to focus on. As we go through the synergy process and evaluate the entire portfolio, I mean, it's tough to say we haven't put a number on it yet at this point. John, but there may be some opportunities as we look at the entire network and look at the optimization.

Your next question comes from the line of Martin Englert of Seaport Research.

How do you expect the synergies to be allocated across North America versus the Europe footprint?

Yes. Martin, I'll take that. Just to be clear and transparent here, if you look at Kloeckner's business and you just look at specifically shipments, and I think this will help put synergies in perspective, more than 75% of their shipments are into North America. So that's certainly been a big focus of theirs. So if you start looking at synergies, certainly the largest share of that is going to come from our focus on North America. That's where we will have the absolute best opportunities. That's where this $150 million has been identified. So that's where our focus will be here in year 1 and year 2, heavily weighted towards North America.

Is that close to 100% of the synergies targeted that you're looking towards North America?

Tim, do you want to grab that?

Yes. Yes, I think it's in the upper 90s for sure. I mean you just have to think about where do we have overlapping suppliers, customers, facilities. I mean that happens in North America, right? There's very little to no overlap in Europe. So yes, the vast majority, 95-plus percent will be in North America.

Can you just talk about the margin profile, the euro portion of the business, how it compares to North America?

Tim?

Yes. The margin profile for Europe is a little bit less in North America. That's something that Kloeckner clearly recognizes and it's part of their long-term strategy to drive value add for their customers, which equates into higher margins.

I think one of the slides in the deck shows the path that they've been on to drive higher value add, and they've got strategies to do that, and they've been executing on those strategies.

I think -- couple of weeks ago, I think we talked with you about a, the demand in North America has been solid. It's been okay. That's not been the case in Europe. Europe has been or has seen very soft demand. And as you would guess, when demand is soft, people have open capacity and they become much more aggressive in attempting to win business and margins are compressed even further. So we would expect that margins will increase as Kloeckner executes on their strategic plan and as Europe recovers.

And there was some type of corresponding carve-out of separate sales. What was it Becker Group or something that is excluded from this deal that you announced from Kloeckner that was primarily a Europe footprint. Is that correct?

That is correct. It isn't really a carve-out per se. They've just announced that they plan to pursue a sale of those facilities. So we've excluded it from our numbers because they -- the entity will end up in assets held for sale, and it's on a path to exiting that set of facilities.

And then can you just talk about the types of customers that are usually serviced by Kloeckner's footprint and meaning -- so you all historically have serviced a lot of larger OEM customers and lean towards the automotive space. What I'm getting at, is it a similar type of customer base like larger OEMs and larger industrial companies? Or is it something that differs on that?

Yes. Martin, I'll grab that. This is Geoff. Certainly, a significant amount of the Kloeckner significant amount of the Kloeckner business is flat-roll carbon related, obviously, very similar to ours. And when looking at their flat-roll carbon business, I think you could look at it very similar to ours. They do a lot of large programs selling to large OEM-type customers.

Now certainly, the business can differ a bit when you start looking at long products, plate, stainless and then downstream fabrication, which can be certainly some large program selling, but certainly could be more transactional over the cycle as well in those types of businesses. So very similar on the flat-roll carbon side. Obviously, the products such as stainless, aluminum, downstream fabrication are going to be a bit different.

Okay. Understood. One last one, if I could. How does this impact your long-term target of over 10% group EBITDA margins and fit into that?

Yes, great question. I'll start, and certainly, Tim can add on. Martin, that is a goal we've been very transparent with. We talk about that each quarter and we are still very determined to hit that goal of 10% in a very reasonable time. And we think that this opportunity truly only accelerates that.

I mean we are developing a scaled multi-metal service center, adding more value-added processing capabilities. We're going to have a much richer mix of product offerings, broader geographic reach. So all of these things will contribute to margin expansion over time.

And the other thing I want to highlight, Kloeckner had a pretty significant shift in strategy just a few years ago. And that shift was to focus solely on high value-added metal processing. Just like Worthington Steel is doing today. And so they've announced some really exciting investments to help increase that margin portfolio such as the aluminum processing facility with aluminum dynamics, who's owned by Steel Dynamics.

And then they've also done a fantastic job looking at divestitures and what assets or businesses they have that don't fit that strategy. And recently, you saw the announcement of them selling seven distribution centers, which were lower-margin businesses. So we are still committed to that and think that this will help us accelerate to that goal of 10%.

Tim, anything you want to add to that?

No, I think that was a great answer, and that covers it.

I appreciate that. I apologize I had one last one. Tolling volumes and mix, are you able to comment on that on Kloeckner and if they have meaningful tolling exposure. Is that included in the numbers within the tech reported segment results and in the slide deck that you displayed there.

Tim, do you want to grab that?

Yes. My recollection is there is not a huge portion of their portfolio that is toll processing. In comparison to us, it's relatively de minimis.

Your next question comes from the line of Timna Tanners of Wells Fargo.

I wanted to just ask if you could elaborate a bit on the genesis of the deal and a little bit on why now, why it makes sense at this time.

Yes, absolutely. So Timna, I mean, this is something that we have been considering for two years, so pretty quickly after the separation into our own publicly shared company. And we've been outspoken, we've had conversations with you. Certainly, acquisitions was a significant pillar of our growth strategy. And so we go through a rigorous process every year, more than once a year on just reviewing all the various acquisition targets that could be available to us. And as we went through that process, it just became clear to us and more and more clear that Kloeckner was the right fit for us.

It's a complementary business from a regional perspective. We're clearly very excited about the adjacent product capabilities that it adds in aluminum, stainless, long products and the fabrication. And then it provides a step change in growth. There can be limited opportunities or I should say, limited opportunities that can truly be transformational to our company and our shareholders and more so the industry. And this is transformational. And so this broader platform opens up multiple pathways for incremental growth.

Certainly, we got a plan to pay down debt, but we will have opportunities to look at other larger acquisitions if we choose to continue to consolidate flat-roll carbon steel. But I also think it opens us up in some of these adjacent markets we talked about to pursue some smaller bolt-on acquisition opportunities.

And when you look at the synergies involved, you don't see a lot of deals where you can feel as confident as we do about capturing $150 million in synergies. And so the timing felt great to us where the market is. We felt like the environment has been ripe for consolidation really for years. And being our own stand-alone company, with our own capital structure, we were finally in a position to start pursuing consolidating and making a better steel company.

Okay. That's helpful. And one other question. I wanted to just clarify when you talk about the 7% EBITDA margin, is that -- just looking at last year's numbers and just applying them with some synergies? Or is that assume like run rate with recent higher prices? And does it assume any CBAM benefits? What's in that number, if you could clarify, please?

Tim, do you want to grab that for Timna?

Yes, absolutely. So Timna, yes, it's really looking at the trailing September EBITDA margins and then adding the full run rate of the synergies to it.

Your next question is a follow-up from Phil Gibbs of KeyBanc Capital Markets.

Geoff, you're very much an industry veteran at this point, and you've been at Worthington for a long time and so you've seen a lot of change. I know coming out of the financial crisis, Worthington Steel operations saw a very meaningful change in strategy based on a lot of hard work that you all put in, in terms of being leaner as an organization and leading the charge on hedging and cash flow predictability.

High level, I'm wondering what you see in terms of the potential at Kloeckner to place those disciplines into that business given that you all have been very successful doing it in your own and you've been through it.

Yes. Still honestly, we think that the opportunity there with -- and you're specifically talking about our continuous improvement program and transformation and what we've been able to do over the last decade or more. And we see significant opportunities to make those types of improvements at Kloeckner. It is a great leadership team and a great team overall.

But we certainly have some best practices and, I think, best-in-class playbooks that we think are quickly implementable at Kloeckner. And I think more importantly, they're open-minded to that. It's a high-performing organization. We're going to have some good candid conversations. But the discipline that we put into managing working capital, specifically inventory, how we approach demand planning and supply chain management, looking for opportunities to increase capabilities within the operations. Those opportunities are going to exist and really be plentiful.

So we will attack the income statement, and we will attack the balance sheet with the same vigor that we have at Worthington over the last decade. And I think when you put two solid companies together, and you have the breadth of purchasing and buying that we have across flat-roll and now these other products, whether we're talking about hedging and price risk management or again, the operational type things that I just discussed. It kind of starts to look like heaven's playground for us with transformation. So we're very excited about that.

But I know they're equally excited about that, and that's probably the most important thing to help us achieve it. And I think that's why we're so confident when Martin or others ask about our journey to 10%. These obviously feed into that greatly, meaning these opportunities. So excited about that, and I think it's going to be a huge opportunity for us.

Thank you. And that concludes our Q&A session. I will now turn the conference back over to President and CEO, Geoff Gilmore, for closing remarks.

Thank you, everybody, for joining and showing interest in Worthington Steel. We certainly feel strongly this is a transformational acquisition. We have more work to do. And once we complete that work, hopefully, we are on to integration. I hope you heard a lot of confidence in our voices today. We are pursuing a very good company with a fantastic leadership team. And I just think the combination of the two is going to be, again, transformational and overall going to be a big win for the overall industry. So thank you very much for joining today.

This concludes today's conference call. You may now disconnect.

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.

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 made available later today on worthingtonsteel.com.

Now I'll turn it over to Geoff Gilmore.

Good morning, and thank you for joining Worthington Steel's Second Quarter Fiscal Year 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. Adjusted EBITDA was $48.3 million and adjusted earnings per share was $0.38. We delivered these results in a market that remains mixed, combined with compressed galvanized spreads. Even with those headwinds, our execution remains 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-rolled 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 the second half of the calendar year.

Looking more closely at our key markets. Our sales to the automotive market were strong this quarter. Looking ahead, North American light vehicle output is expected to hold near 15.2 million units in calendar year 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% 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 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 2 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 the internal veterans 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 this year 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 access service with 70 nonprofits 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, the environment is mixed today. We remain cautiously optimistic about the first half of 2026. We believe conditions are setting up 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.

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 or $0.37 per share as compared with earnings of $12.8 million or $0.25 per share in the prior year quarter. There were a handful of nonrecurring items in both periods. Excluding those, adjusted earnings were $0.38 per share this quarter compared with $0.19 per share last year, reflecting improved underlying performance.

In the second quarter, we reported adjusted EBIT of $26.6 million, which was up $12.3 million from the prior year quarter adjusted EBIT of $14.3 million. 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 902,000 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% of our mix in the current year quarter compared with 55% in the prior year quarter. Direct volumes increased 13% 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 in 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 long-standing 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, primarily due to a $6.2 million favorable swing in pretax inventory holding losses. In the current quarter, we had estimated pretax inventory holding losses of $7.2 million compared to estimated pretax inventory holding losses of $13.4 million in the prior year quarter. We expect the market price for steel to remain volatile in the near term. After stabilizing around $800 per ton in September and October, the price for hot-rolled coil has increased to approximately $900 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 pretax gain of $3 million to a pretax loss of up to $3 million. As I mentioned earlier, adjusted EBIT also improved year-over-year due to the increase in equity earnings from Serviacero, our Mexico-based joint venture. Serviacero's equity income increased $7.7 million 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 increase in SG&A was primarily due to increased compensation and benefits expense, up $5.9 million and higher professional fees related to various strategic projects we are evaluating, up $2.3 million.

Turning to cash flows and the balance sheet. For the quarter, cash flow from operations was $99 million and free cash flow was $75 million, benefiting from a reduction in working capital. Capital expenditures were $25 million in the quarter, primarily related to previously announced electrical steel investments. For fiscal 2026, we expect CapEx of approximately $110 million, 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 of free cash flow. We ended the quarter with $90 million of cash and net debt of $92 million, down sequentially, driven primarily by working capital improvements. Earlier this week, we announced a quarterly dividend of $0.16 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 to 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 will be happy to take your questions.

[Operator Instructions] Our first question will come from the line of Phil Gibbs with KeyBanc Capital Markets.

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.

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 onetime, 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.

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

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...

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

No. The onetime 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.

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.

Correct.

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.

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.

How do we tease out or think about how much of that, which is on the come 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.

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.

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

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

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.

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. 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.

Our next question will come from the line of Martin Englert with 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?

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 antidumping 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.

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

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

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

Yes. 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, I say Tempel is Sitem. We have mentioned they are world-class at cool 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.

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

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.

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

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.

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