WOR 10-K Annual Report May 31, 2024 | Alphaminr
WORTHINGTON INDUSTRIES INC
ALPHAMINR

WOR 10-K Fiscal year ended May 31, 2024

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WORTHINGTON INDUSTRIES INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1B. UnresolItem 1C. CybersecurityItem 2. PropertiesItem 2. PItem 3. Legal ProceedingsItem 3. LegaItem 4. Mine Safety DisclosuresItem 4. Mine SPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant's Common Equity, Related StItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitaItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9A. ControlItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatItem 14. Principal Accountant Fees and ServicesItem 14. Principal AccoPart IVItem 15. Exhibits and Financial Statement SchedulesItem 15. Exhibits and FinItem 16. Form 10-k Summary

Exhibits

2.1 Equity Interest Purchase Agreement, dated as of October 29, 2021, by and among Worthington Steel of Michigan, Inc., Tempel Holdings Inc., and Tempel Steel Company. ^ Incorporated herein by reference to Exhibit 2.01 to the Registrants Current Report on Form 8-K filed with the SEC on November 1, 2021 2.2 Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. Incorporated herein by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2023 3.1 Amended Articles of Incorporation of Worthington Enterprises, Inc. [This document represents the articles of incorporation of Worthington Enterprises, Inc. in compiled form incorporating all amendments.] Incorporated herein by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2023 4.1 Indenture, dated as of April 13, 2010, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on April 13, 2010 4.2 Second Supplemental Indenture, dated as of April 15, 2014, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee [NOTE: The Second Supplemental Indenture relates to the 4.55% Notes Due April 15, 2026 that were redeemed in full on July 28, 2023.] Incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on April 15, 2014 4.3 Form of 4.55% Global Note Due April 15, 2026 (included as Exhibit A in Exhibit 4.2 incorporated by reference in this Form 10-K) [NOTE: The 4.55% Notes Due April 15, 2026 were redeemed in full on July 28, 2023.] Incorporated herein by reference to Exhibit 4.3 (included in Exhibit 4.2) to the Registrants Current Report on Form 8-K filed with the SEC on April 15, 2014 4.4 Third Supplemental Indenture, dated as of July 28, 2017, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee Incorporated herein by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the SEC on July 28, 2017 4.5 Form of 4.300% Global Note due August 1, 2032 (included as Exhibit A in Exhibit 4.4 incorporated by reference in this Form 10-K) Incorporated herein by reference to Exhibit 4.3 (included in Exhibit 4.2) to the Registrants Current Report on Form 8-K filed with the SEC on July 28, 2017 4.6 Note Agreement, dated as of August 10, 2012, between Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on August 15, 2012 4.7 Form of 4.60% Senior Note due August 10, 2024 (included as Exhibit A in Exhibit 4.6 incorporated by reference in this Form 10-K) Incorporated herein by reference to Exhibit 4.1 (and included as Exhibit A within Exhibit 4.1) to the Registrants Current Report on Form 8-K filed with the SEC on August 15, 2012 4.8 Amendment No. 1 to Note Agreement, dated June 10, 2015, among Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand Incorporated herein by reference to Exhibit 4.9 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2015 4.9 Amendment No. 2 to Note Agreement, dated August 23, 2019, with reference to the Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015), among Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand Incorporated herein by reference to Exhibit 4.5 to the Registrants Current Report on Form 8-K filed with the SEC on August 28, 2019 4.10 Amendment No. 3 to Note Agreement, dated May 4, 2022, with reference to the Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015 and Amendment No. 2 to Note Agreement dated August 23, 2019), among Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand Incorporated herein by reference to Exhibit 4.12 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2022 4.11 Note Purchase and Exchange Agreement, dated as of May 17, 2024, among Worthington Enterprises, Inc., on one hand, and PGIM, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, and Prudential Legacy Insurance Company of New Jersey, on the other hand. Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on May 23, 2024 4.12 Form of 2.06% Series A Senior Note Due August 23, 2031, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-1 within Exhibit 4.11 hereto) Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on May 23, 2024 4.13 Form of 2.40% Series B Senior Notes Due August 23, 2034, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-2 within Exhibit 4.11 hereto) Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on May 23, 2024 4.14 Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request Filed herewith 4.15 Description of Capital Stock of Worthington Enterprises, Inc. Incorporated herein by reference to Exhibit 4.13 to the Registrants Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended May 31, 2019 4.16 Fourth Amended and Restated Credit Agreement, dated as of September 27, 2023, among Worthington Enterprises, Inc., as a Borrower; PNC Bank, National Association, as a Lender, the Swingline Lender, an Issuing Bank and Administrative Agent; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Lenders and Syndication Agents; U.S. Bank National Association, The Huntington National Bank, Fifth Third Bank, National Association, The Northern Trust Company, First National Bank of Pennsylvania and Goldmans Sachs Bank USA, as Lenders; and Wells Fargo Bank, National Association and BMO Harris Bank, N.A., as the Departing Lenders; with Citibank, N.A. and The Huntington National Bank serving as Co-Documentation Agents; and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and BofA Securities, Inc. serving as Joint Bookrunners and Joint Lead Arrangers Incorporated herein by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the SEC on September 28, 2023 10.1 Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan effective March 1, 2000* Incorporated herein by reference to Exhibit 10.1 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2005 10.2 Amendment to the Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan (Amendment effective as of September 1, 2011)* Incorporated herein by reference to Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 10.3 Second Amendment to the Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014)* Incorporated herein by reference to Exhibit 10.3 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2014 10.4 Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Restatement effective December 2008)* Incorporated herein by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 10.5 First Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (First Amendment effective as of September 1, 2011)* Incorporated herein by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 10.6 Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014)* Incorporated herein by reference to Exhibit 10.6 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2014 10.8 Amendment to the Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 (Amendment effective as of September 1, 2011)* Incorporated herein by reference to Exhibit 10.10 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 10.9 Second Amendment to the Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated (Second Amendment effective as of October 1, 2014)* Incorporated herein by reference to Exhibit 10.9 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2014 10.10 Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Restatement effective as of December 2008)* Incorporated herein by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 10.11 First Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (First Amendment effective as of September 1, 2011)* Incorporated herein by reference to Exhibit 10.11 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011 10.12 Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Second Amendment effective as of October 1, 2014)* Incorporated herein by reference to Exhibit 10.12 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2014 10.13 Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (amendment and restatement effective as of November 1, 2008)* Incorporated herein by reference to Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 10.14 First Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (First Amendment effective as of June 26, 2013; performance goals approved by shareholders on September 26, 2013)* Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on October 1, 2013 10.15 Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Second Amendment adopted on June 26, 2013; effective as of September 26, 2013 when approved by shareholders)* Incorporated herein by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on October 1, 2013 10.16 Third Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Third Amendment effective as of June 28, 2017)* Incorporated herein by reference to Exhibit 10.16 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 10.17 Fourth Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Fourth Amendment adopted as of June 26, 2019;effective September 25, 2019 when approved by shareholders) * Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on October 1, 2019 10.18 Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (reflects First Amendment, Second Amendment, Third Amendment and Fourth Amendment thereto)* Incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the SEC on October 1, 2019. 10.19 Form of Restricted Stock Award Agreement for awards granted after October 10, 2019 entered into by Worthington Enterprises, Inc. in order to evidence the grant of restricted common shares, in each case which will vest on the third anniversary of the grant date, subject to the terms thereof and of the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.19 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2023 10.20 Worthington Enterprises, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (amended and restated effective as of September 2016)* Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on October 3, 2016 10.21 Worthington Enterprises, Inc. 2010 Stock Option Plan* Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 5, 2010 10.22 First Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (First Amendment adopted June 26, 2013; effective September 26, 2013 when approved by shareholders) * Incorporated herein by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed with the SEC on October 1, 2013 10.23 Second Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (Second Amendment effective as of June 28, 2017)* Incorporated herein by reference to Exhibit 10.35 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2017 10.24 Third Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (adopted June 24, 2020; effective September 23, 2020 when approved by shareholders)* Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on September 28, 2020 10.25 Worthington Enterprises, Inc. 2010 Stock Option Plan (as amended by First Amendment, Second Amendment and Third Amendment thereto)* Incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the SEC on September 28, 2020 10.26 Worthington Enterprises, Inc. Annual Incentive Plan for Executives* Incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on September 30, 2008 10.27 First Amendment to the Worthington Enterprises, Inc. Annual Incentive Plan for Executives (adopted on June 26, 2013; effective September 26, 2013 when approved by shareholders)* Incorporated herein by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the SEC on October 1, 2013 10.28 Form of Letter Evidencing Cash Performance Bonus Awards Granted and to be Granted under the Worthington Enterprises, Inc. Annual Incentive Plan for Executives (sometimes also referred to as the Worthington Enterprises, Inc. Annual Short Term Incentive Plan)* Incorporated herein by reference to Exhibit 10.42 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2014 10.29 Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Enterprises, Inc.* Filed herewith 10.30 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2022 for then Named Executive Officers * Incorporated herein by reference to Exhibit 10.80 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2021 10.31 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2023 for then Named Executive Officers * Incorporated herein by reference to Exhibit 10.81 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2022 10.32 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2024 for Named Executive Officers* Incorporated herein by reference to Exhibit 10.40 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2023 10.33 Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2025 for Named Executive Officers* Filed herewith 10.34 Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each executive officer of Worthington Enterprises, Inc.* Filed herewith 10.35 Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each non-employee director of Worthington Enterprises, Inc.* Filed herewith 10.36 Restricted Stock Award Agreement entered into by and between Worthington Enterprises, Inc. and Joseph B. Hayek in order to evidence the grant, effective as of September 25, 2019, of 50,000 performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.89 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2022 10.37 Restricted Stock Award Agreement entered into by and between Worthington Enterprises, Inc. and Steven M. Caravati in order to evidence the grant, effective as of June 24, 2022, of 10,000 performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022 10.38 Transition Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2023 10.39 Tax Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. Incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2023 10.40 Employee Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. Incorporated herein by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2023 10.41 Trademark License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. Incorporated herein by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2023 10.42 WBS License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. Incorporated herein by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2023 10.43 Steel Supply Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. Incorporated herein by reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K filed with the SEC on December 5, 2023 10.44 Form of Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan Performance Share Award Agreement (Absolute Total Shareholder Return) to evidence the grant of performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to 10.1 to the Registrants Current Report on Form 8-K filed with the SEC on April 12, 2024 10.45 Form of Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan Performance Share Award Agreement (Share Price Appreciation) to evidence the grant of performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan* Incorporated herein by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the SEC on April 12, 2024 19 Worthington Enterprises, Inc. Insider Trading Policy Filed herewith 21 Subsidiaries of Worthington Enterprises, Inc. Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm (KPMG LLP) Filed herewith 23.2 Consent of Independent Auditors (KPMG LLP) with respect to consolidated financial statements of Worthington Armstrong Venture Filed herewith 23.3 Consent of Independent Auditors (Deloitte & Touche LLP) with respect to consolidated financial statements of Clarkwestern Dietrich Building Systems, LLC Filed herewith 24 Powers of Attorney of Directors and Certain Executive Officers of Worthington Enterprises, Inc. Filed herewith 31.1 Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer) Filed herewith 31.2 Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer) Filed herewith 32.1 Certifications of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.2 Certifications of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 97.1 Worthington Enterprises, Inc. Executive Officer Clawback Policy Filed herewith 99.1 Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 Filed herewith 99.2 Clarkwestern Dietrich Building Systems LLCConsolidated Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 Filed herewith