Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
-1.54%
$55.48
0% positive prob.
5-Day Prediction
-5.28%
$53.38
0% positive prob.
20-Day Prediction
-2.08%
$55.18
0% positive prob.
| Quarter | Signal | 1D Return | 5D Return | 20D Return | Confidence | Actual 5D |
|---|---|---|---|---|---|---|
| Q1 2026 | SELL | -1.54% | -5.28% | -2.08% | 99.9% | -2.56% |
| Q3 2025 | BUY | +4.98% | +5.84% | +4.02% | 97.8% | +0.17% |
SEC 8-K filings with transcript text
Jun 26, 2026 · 100% conf.
1D
-1.54%
$55.48
Act: -4.58%
5D
-5.28%
$53.38
Act: -2.56%
20D
-2.08%
$55.18
3 wor-ex99_1.htm
06 - 24 - 2026
Worthington Enterprises
Fourth Quarter 2026 Earnings Call
Worthington Enterprises
Fourth Quarter 2026 Earnings Call
Marcus Rogier
Worthington Enterprises, Inc.; Treasurer and Investor Relations Officer
Joseph Hayek
Worthington Enterprises, Inc.; President and Chief Executive Officer
Colin Souza
Worthington Enterprises, Inc.; Chief Financial Officer
Will Gildea
CJS Securities; Analyst
Brian Biros
Thompson Research Group; Analyst
Susan McLeary
Goldman Sachs; Analyst
Madison Callinan
Canaccord Genuity; Analyst
(Operator's instructions)
I will now hand the conference over to Marcus Rogier, Treasurer and Investor Relations Officer. Marcus, please go ahead.
Marcus Rogier^ Thank you, Paige. Good morning, everyone and thank you for joining us for Worthington Enterprises Fourth Quarter Fiscal 2026 Earnings Call. On the call today are Joe Hayek, our President and Chief Executive Officer, and Colin Souza, our Chief Financial Officer.
Before we begin, I'd like to remind everyone that certain statements made during today's call are forward-looking in nature and subject to risk and uncertainties that could cause actual results to differ materially from those expressed or implied. For more information on these risks and uncertainties, please refer to our earnings release issued yesterday after the market closed, which is available on the Investor Relations section of our website. Additionally, our remarks today will include references to non-GAAP financial measures.
Worthington Enterprises
Fourth Quarter 2026 Earnings Call
Reconciliations of these measures to the most directly comparable GAAP measures can also be found in the earnings release. Today's call is being recorded and a replay will be available later on our website at worthingtonenterprises.com. With that, I'll turn the call over to Joe for opening remarks.
Joseph Hayek^ Thank you, Marcus. Good morning, everybody. Add my welcome to this Worthington Enterprises Fiscal 2026 Fourth Quarter Earnings Call.
Fiscal 2026 was an important year for Worthington Enterprises. We delivered 20% sales growth, 9% of that was organic growth, and 12% adjusted EBITDA growth. We generated $170 million of free cash flow while successfully reducing SG&A as percentage of sales by 200 basis points.
We acquired and began the integration of both Elgen and LSI. These results demonstrate the strength of our portfolio, our strategy, and most importantly, our people. We achieved these results while navigating tariffs, global conflicts, supply chain challenges, and continued uncertainty around the health of the U.S. economy. Through it all, our business remained resilient and focused on serving our customers, a reflection of our talented and dedicated teams. To all my colleagues around the world, thank you. We have much to be proud of and even more to look forward to.
In the quarter, driven by great work across our teams, sales increased by 17% and organic growth was 3%. Net earnings increased to $48 million from $4 million a year ago. Adjusted net earnings were $48 million and adjusted EBITDA was $83.5 million.
Free cash flow was $55 million, our highest quarterly cash flow at Worthington Enterprises, despite elevated capital spending associated with our ongoing facility modernization project. While we were pleased with the quarter, our adjusted EBITDA and margin performance were impacted by two factors. Lower earnings from ClarkDietrich compared with a strong prior year quarter and margin pressure in our cooling and construction business which Colin will spend a few minutes on later.
All of our other only known value streams saw year-to-year growth and adjusted EBITDA during the quarter. Additionally, we believe the dynamics that created those headwinds for our cooling and construction business are more a timing issue than anything systemic. Our results reflect continued execution around the core pillars of our strategy.
Optimizing and growing Worthington as we deliver value to customers and leveraging the Worthington business system and its three growth drivers, innovation, transformation and acquisitions. Innovation remains the key driver of our organic growth strategy. Last quarter we discussed our ASME water tanks used for liquid cooling and data centers and momentum there continues to build.
Worthington Enterprises
Fourth Quarter 2026 Earnings Call
That business is a great example of how an innovation mindset creates entirely new opportunities for us. We shipped approximately $13 million of ASME tanks for data centers during fiscal 2026. We currently expect to ship at least that much in the first quarter of
Jun 23, 2026 · 100% conf.
1D
-1.54%
$55.48
Act: -4.58%
5D
-5.28%
$53.38
Act: -2.56%
20D
-2.08%
$55.18
2 wor-ex99_1.htm
Worthington Enterprises Reports Fourth Quarter and Full-Year Fiscal 2026 Results
COLUMBUS, Ohio (June 23, 2026) – Worthington Enterprises Inc. (NYSE: WOR), a designer and manufacturer of market-leading building and consumer products that improve everyday life by elevating spaces and experiences, today reported results for its fiscal 2026 fourth quarter and full-year ended May 31, 2026.
Recent Developments and Highlights (comparisons to the prior-year period unless otherwise stated)
Fourth Quarter fiscal 2026
• Net sales were $371.5 million, an increase of 17%, including $44.1 million from recent acquisitions and 3% from organic growth.
• Net earnings increased to $48.1 million from $3.6 million, while adjusted net earnings were $47.7 million and adjusted EBITDA was $83.5 million.
• Earnings per share on a fully diluted basis (“EPS – diluted”) improved to $0.97 from $0.08 per share, while adjusted EPS – diluted was $0.97 per share compared to $1.06.
• Operating cash flow increased $9.2 million to $71.6 million, while free cash flow increased $5.8 million to $55.1 million.
• Repurchased 350,000 common shares for $18.2 million, leaving 4,565,000 common shares available under the company’s existing repurchase authorization.
• Declared a quarterly dividend of $0.20 per common share payable on September 29, 2026, to shareholders of record at the close of business on September 15, 2026, representing a 5% increase, or $0.01 per share, compared to the prior quarter.
Full-Year fiscal 2026
• Net sales were $1.4 billion, an increase of 20%, including $121.7 million from recent acquisitions and 9% from organic growth.
• Net earnings increased 63% to $155.0 million, while adjusted net earnings increased 8% to $167.6 million and adjusted EBITDA grew 12% to $295.8 million.
• EPS – diluted improved to $3.14 from $1.92 per share, while adjusted EPS – diluted increased to $3.37 per share from $3.09 per share.
• Operating cash flow increased 8% to $226.1 million, while free cash flow improved 7% to $170.2 million.
• Completed the acquisitions of Elgen Manufacturing (“Elgen”) and LSI Group (“LSI”), further expanding the company’s building products portfolio and strengthening its position across the building envelope.
“We closed fiscal 2026 with another quarter of solid performance, delivering positive organic growth and strong free cash flow while continuing to execute our strategy,” said Worthington Enterprises President and CEO Joe Hayek. “For the full year, our teams drove double-digit growth in adjusted EBITDA, expanded margins in our wholly owned businesses and maintained a strong balance sheet. I want to thank my colleagues around the world for their continued commitment to serving our customers and delivering value for our shareholders. Their dedication continues to strengthen our business.”
Worthington Enterprises
June 23, 2026
Page 2
Financial highlights for the current year and prior year quarters are as follows:
(U.S. dollars in millions, except per share amounts)
GAAP Financial Measures
Net sales
$
371.5
$
317.9
Operating income (loss)
23.2
(30.4
)
Earnings before income taxes
59.8
8.3
Net earnings
48.1
3.6
EPS – diluted
0.97
0.08
Net cash provided by operating activities
71.6
62.4
Non-GAAP Financial Measures (1)
Adjusted operating income
$
25.5
$
21.8
Adjusted EBITDA
83.5
85.1
Adjusted net earnings
47.7
53.1
Adjusted EPS – diluted
0.97
1.06
Free cash flow
55.1
49.3
(1) Refer to the “GAAP / Non-GAAP Reconciliations” and the “Use of Non-GAAP Financial Measures and Definitions” sections of this release for additional information regarding the use of non-GAAP financial measures and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Consolidated Quarterly Results
Net sales for the fourth quarter of fiscal 2026 increased $53.6 million, or 16.9%, over the prior year quarter to $371.5 million. Recent acquisitions contributed $44.1 million to net sales in the current year quarter. Excluding the impact of acquisitions, net sales increased $9.5 million, or 3.0%, compared to the prior year quarter.
Operating income increased $53.6 million to $23.2 million. Results in the prior year quarter included nonrecurring items totaling $52.2 million, resulting primarily from the non-cash write-down of intangible assets in the General Tools & Instruments (“GTI”) business. On an adjusted basis, operating income increased $3.7 million in the quarter to $25.5 million, reflecting contributions from recent acquisitions.
Equity in net income of unconsolidated affiliates decreased $4.6 million from the prior year quarter to $38.1 million, primarily due to lower contributions from ClarkDietrich, which were down $6.8 million. Contributions from WAVE remained strong at $32.3 million and were largely consistent with the prior year quarter, while higher contr
Mar 27, 2026
8-K
false000010851600001085162026-03-252026-03-25
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2026
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on March 25, 2026, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the third quarter of fiscal 2026 ended February 28, 2026. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. The Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA margin on a trailing 12-months (“TTM”) basis. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings attributable to controlling interest. Adjusted EBITDA is calculated by adding or subtracting, as appropriate, to/from EBITDA certain items that the Registrant believes are not necessarily indicative of its operating performance, such as those listed in the table below and previously described in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on March 24, 2026. TTM adjusted EBITDA margin is calculated by dividing TTM adjusted EBITDA by net sales. The tables below provide a reconciliation from net earnings (the most comparable GAAP financial measure) to adjusted EBITDA for the TTM ended February 28, 2026 and 2025.
Third
Second
First
Fourth
Quarter
Quarter
Quarter
Quarter
(In thousands)
2026
2026
2026
2025
Net earnings (GAAP)
$
45,120
$
27,029
$
34,821
$
3,614
Plus: Net loss attributable to noncontrolling interest
343
299
327
263
Net earnings attributable to controll
Mar 24, 2026
2 wor-ex99_1.htm
Worthington Enterprises Reports Third Quarter Fiscal 2026 Results
COLUMBUS, Ohio (March 24, 2026) – Worthington Enterprises Inc. (NYSE: WOR), a designer and manufacturer of market-leading building and consumer products that improve everyday life by elevating spaces and experiences, today reported results for its fiscal 2026 third quarter ended February 28, 2026.
Recent Developments and Third Quarter Highlights (all comparisons to the third quarter of fiscal 2025):
• Net sales were $378.7 million, an increase of 24%.
• Net earnings increased 15% to $45.1 million, while adjusted net earnings increased 7% to $48.5 million and adjusted EBITDA grew 15% to $84.6 million.
• Earnings per share on a fully-diluted basis (“EPS – diluted”) improved to $0.92 from $0.79 per share, while adjusted EPS – diluted increased to $0.98 from $0.91 per share.
• Operating cash flow increased 8% to $61.9 million, while free cash flow improved 8% to $48.1 million.
• Repurchased 100,000 common shares for $5.4 million, leaving 4,915,000 common shares available for repurchase under the company’s existing authorization.
• Declared a quarterly dividend of $0.19 per common share payable on June 29, 2026, to shareholders of record at the close of business on June 15, 2026.
• Acquired LSI Group (“LSI”), a market-leading manufacturer of standing seam metal roof clips and retrofit components in the commercial metal roof market on January 16, 2026, for approximately $205.0 million, subject to closing adjustments.
“We delivered another quarter of strong, resilient performance, achieving year-over-year growth in adjusted EPS and EBITDA for the sixth consecutive quarter,” said Worthington Enterprises President and CEO Joe Hayek. “Our teams delivered solid organic growth across both segments, driving meaningfully higher sales and earnings. We were happy to welcome the LSI team to Worthington when the acquisition closed in January, and we are excited about the contributions they are already making to our Building Products segment.”
Worthington Enterprises
March 24, 2026
Page 2
Financial highlights for the current year and prior year quarters are as follows:
(U.S. dollars in millions, except per share amounts)
GAAP Financial Measures
Net sales
$
378.7
$
304.5
Operating income
31.5
20.9
Earnings before income taxes
60.1
52.6
Net earnings
45.1
39.3
EPS – diluted
0.92
0.79
Net cash provided by operating activities
61.9
57.1
Non-GAAP Financial Measures (1)
Adjusted operating income
$
35.2
$
26.2
Adjusted EBITDA
84.6
73.8
Adjusted net earnings
48.5
45.3
Adjusted EPS – diluted
0.98
0.91
Free cash flow
48.1
44.4
(1) Refer to the “GAAP / Non-GAAP Reconciliations” and the “Use of Non-GAAP Financial Measures and Definitions” sections of this release for additional information regarding the use of non-GAAP financial measures and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Consolidated Quarterly Results
Net sales for the third quarter of fiscal 2026 increased $74.2 million, or 24.4%, over the prior year quarter to $378.7 million, driven by higher overall volumes and the impact of acquisitions, which contributed $32.2 million to net sales in the current year quarter. Excluding the impact of acquisitions, net sales increased $42.0 million, or 13.8% compared to the prior year quarter.
Operating income increased $10.7 million to $31.5 million, reflecting higher net sales and improved fixed cost absorption in the company’s wholly owned businesses. On an adjusted basis, operating income increased $9.0 million in the third quarter of fiscal 2026 to $35.2 million compared to the prior year quarter, primarily due to higher volumes and contributions from recent acquisitions.
Equity in net income of unconsolidated affiliates decreased $1.4 million from the prior year quarter to $30.7 million, on lower contributions from ClarkDietrich, which were down $3.8 million, partially offset by higher contributions from WAVE, which were up $2.1 million.
Income tax expense was $15.0 million in the third quarter of fiscal 2026, compared to $13.2 million in the prior year quarter. The increase was driven by higher pre-tax earnings. Income tax expense in the third quarter of fiscal 2026 reflects an estimated annual effective tax rate of 24.3%, compared to 24.4% in the prior year quarter.
Balance Sheet and Cash Flow
Total debt at quarter end was $312.0 million, an increase of $9.2 million compared to May 31, 2025, due to an increase in short-term borrowings to fund acquisitions and the remeasurement of the company’s euro-denominated notes. The company had $4.8 million outstanding under its revolving credit facility as of February 28, 2026, leaving $495.2 million available for future use and providing substantial liquidity.
The company ended the quarter with cash and cash equivalents of $6.0 mill
Dec 19, 2025 · 98% conf.
1D
+4.98%
$54.70
Act: +1.32%
5D
+5.84%
$55.14
Act: +0.17%
20D
+4.02%
$54.20
8-K
false000010851600001085162025-12-172025-12-17
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on December 17, 2025, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the second quarter of fiscal 2026 ended November 30, 2025. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. The Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA margin on a trailing 12-months (“TTM”) basis. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings attributable to controlling interest. Adjusted EBITDA is calculated by adding or subtracting, as appropriate, to/from EBITDA certain items that the Registrant believes are not necessarily indicative of its operating performance, such as those listed in the table below and previously described in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 2025. TTM adjusted EBITDA margin is calculated by dividing TTM adjusted EBITDA by net sales. The tables below provide a reconciliation from net earnings (the most comparable GAAP financial measure) to adjusted EBITDA for the TTM ended November 30, 2025 and 2024.
Second
First
Fourth
Third
Quarter
Quarter
Quarter
Quarter
(In thousands)
2026
2026
2025
2025
Net earnings (GAAP)
$
27,029
$
34,821
$
3,614
$
39,339
Plus: Net loss attributable to noncontrolling interest
299
327
263
324
Net earnings attributable to control
Dec 16, 2025 · 98% conf.
1D
+4.98%
$54.70
Act: +1.32%
5D
+5.84%
$55.14
Act: +0.17%
20D
+4.02%
$54.20
8-K
false000010851600001085162025-12-162025-12-16
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02:
On December 16, 2025, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial Release”) reporting results for the three-month period ended November 30, 2025 (the fiscal 2026 second quarter). A copy of the Financial Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On December 16, 2025, the Board of Directors of the Registrant (the “Board”), in accordance with the Registrant’s Code of Regulations and upon the recommendation of its Nominating and Governance Committee, increased the number of authorized directors from 12 to 13, and appointed Charles M. Chiappone as a director of the Registrant to serve as a member of the class of directors whose terms expire at the Registrant’s 2026 annual meeting of shareholders, filling the vacancy created by the increase in the number of authorized directors. Mr. Chiappone's appointment was immediately effective.
Mr. Chiappone, 63, served as Senior Vice President, Ceiling and Wall Solutions of Armstrong World Industries, Inc. ("Armstrong"), a designer and manufacturer of ceiling and wall system solutions, from 2018 to 2022. Prior to that, Mr. Chiappone served as Armstrong’s Senior Vice President, Ceiling Solutions from 2016 to 2018, and as Chief Executive Officer of the Worthington Armstrong Venture (WAVE), Armstrong’s ceiling suspension systems joint venture with the Registrant from 2012 to 2016. Prior to that, he served as President and Chief Executive Officer of Alloy Polymers, a global plastics manufacturer, from 2008 to 2012. He also previously held several senior management positions in marketing, research and development, operations and general management with SPX Cooling Technologies, a division of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, and cooling technologies and services. He began his career at General Electric where he worked in a variety of commercial positions, after serving four years in the United States Marine Corps
Sep 26, 2025
8-K
0000108516false00001085162025-09-232025-09-23
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on September 24, 2025, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the first quarter ended August 31, 2025. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. The Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA margin on a trailing 12-months (“TTM”) basis. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings attributable to controlling interest. Adjusted EBITDA is calculated by adding or subtracting, as appropriate, to/from EBITDA certain items that the Registrant believes are not necessarily indicative of its operating performance, such as those listed in the table below and previously described in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on September 24, 2025. TTM adjusted EBITDA margin is calculated by dividing TTM adjusted EBITDA by net sales. The table below provides a reconciliation from net earnings (the most comparable GAAP financial measure) to adjusted EBITDA for the TTM ended August 31, 2025.
First
Fourth
Third
Second
Quarter
Quarter
Quarter
Quarter
(In thousands)
2026
2025
2025
2025
Net earnings (GAAP)
$
34,821
$
3,614
$
39,339
$
28,009
Plus: Net loss attributable to noncontrolling interest
327
263
324
251
Net earnings attributable to controlling interest
35,148
3,8
Sep 23, 2025
8-K
false000010851600001085162025-09-232025-09-23
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02:
On September 23, 2025, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended August 31, 2025 (the fiscal 2026 first quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
Item 8.01.
Other Events.
On September 23, 2025, the Registrant issued a news release (the “Dividend Release”) reporting that the Board declared a quarterly cash dividend of $0.19 per share in respect of the Registrant’s common shares. The dividend was declared on September 23, 2025, and is payable on December 29, 2025 to shareholders of record at the close of business on December 15, 2025. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are included with this Form 8‑K:
Exhibit No.
Description
99.1
News Release issued by Worthington Enterprises, Inc. on September 23, 2025 (Financial News Release)
99.2
News Release issued by Worthington Enterprises, Inc. on September 23, 2025 (Dividend Release)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
September 23, 2025
By:
/s/Patrick J. Kennedy
Patrick J. Kennedy, Vice President - General Counsel and Secretary
Jun 30, 2025
8-K
false000010851600001085162025-06-252025-06-25
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on June 25, 2025, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the fourth quarter and fiscal year ended May 31, 2025. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. The Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) from continuing operations and adjusted EBITDA from continuing operations margin on a trailing 12-months (“TTM”) basis. Adjusted EBITDA from continuing operations and adjusted EBITDA from continuing operations margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings from continuing operations attributable to controlling interest. Adjusted EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, to/from EBITDA from continuing operations certain items that the Registrant believes are not necessarily indicative of its operating performance, such as those listed in the table below and previously described in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on June 24, 2025. TTM adjusted EBITDA from continuing operations margin is calculated by dividing TTM adjusted EBITDA from continuing operations by net sales.
During the conference call, the Registrant also referred to the ratio of net debt to TTM adjusted EBITDA from continuing operations, which is a non-GAAP financial measure that is used by the Registr
Jun 24, 2025
8-K
false000010851600001085162025-06-242025-06-24
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02:
On June 24, 2025, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended May 31, 2025 (the fiscal 2025 fourth quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
Item 8.01.
Other Events.
On June 24, 2025, the Registrant issued a news release (the “Dividend Release”) reporting that the Board declared a quarterly cash dividend of $0.19 per share in respect of the Registrant’s common shares. The dividend was declared on June 24, 2025, and is payable on September 29, 2025 to shareholders of record at the close of business on September 15, 2025. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are included with this Form 8‑K:
Exhibit No.
Description
99.1
News Release issued by Worthington Enterprises, Inc. on June 24, 2025 (Financial News Release)
99.2
News Release issued by Worthington Enterprises, Inc. on June 24, 2025 (Dividend Release)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
June 24, 2025
By:
/s/Patrick J. Kennedy
Patrick J. Kennedy, Vice President - General Counsel and Secretary
Mar 28, 2025
8-K
0000108516false00001085162024-03-262024-03-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on March 26, 2025, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the third quarter of fiscal 2025 ended February 28, 2025. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Specifically, the Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) from continuing operations and adjusted EBITDA from continuing operations margin, each on a consolidated basis, for the Registrant's trailing 12 months (“TTM”) ended February 28, 2025. Adjusted EBITDA from continuing operations and adjusted EBITDA from continuing operations margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings from continuing operations attributable to controlling interest. Adjusted EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, to/from EBITDA from continuing operations certain items that the Registrant believes are not necessarily indicative of the Registrant's operating performance, such as those listed in the table below and previously described in Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed on March 25, 2025. TTM adjusted EBITDA from continuing operations margin is calculated by dividing TTM adjusted EBITDA from continuing operations by net sales. The table below provides a reconciliation from net earnings from continuing operations (the
Mar 25, 2025
8-K
false000010851600001085162025-03-252025-03-25
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02:
On March 25, 2025, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended February 28, 2025 (the fiscal 2025 third quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On March 25, 2025, the Board of Directors of the Registrant (the “Board”), in accordance with the Registrant’s Code of Regulations and upon the recommendation of its Nominating and Governance Committee, increased the number of authorized directors from 11 to 12, and appointed Brantley J. Standridge as a director of the Registrant to serve as a member of the class of directors whose terms expire at the Registrant’s 2026 annual meeting of shareholders, filling the vacancy created by the increase in the number of authorized directors. Mr. Standridge’s appointment was immediately effective. Mr. Standridge, 49, is Senior Executive Vice President and President of Consumer and Regional Banking at Huntington Bancshares Incorporated (“Huntington”) in Columbus, Ohio, a position he has held since April 2023. He previously served as Senior Executive Vice President of Consumer and Business Banking of Huntington from April 2022 through March 2023. Prior to joining Huntington, Mr. Standridge served as Chief Retail Community Banking Officer for Truist Financial Corporation beginning in December 2019 after the closing of the merger between BB&T Corporation and SunTrust Banks, Inc. Mr. Standridge served as President of Community Bank Retail and Consumer Finance Businesses at BB&T Corporation beginning in October 2018. Mr. Standridge has not been appointed to any committee of the Board.
Mr. Standridge will participate, on a pro-rated basis, in the Registrant’s director compensation package for non-employee directors described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024. Mr. Standridge will also ente
Dec 20, 2024
8-K
false000010851600001085162024-12-182024-12-18
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on December 18, 2024, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the second quarter of fiscal 2025 ended November 30, 2024. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Specifically, the Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) from continuing operations and adjusted EBITDA margin, each on a consolidated basis, for the Registrant's trailing twelve months (“TTM”) ended November 30, 2024. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings from continuing operations attributable to controlling interest. Adjusted EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, to/from EBITDA from continuing operations certain items that the Registrant believes are not necessarily indicative of the Registrant's operating performance, such as those listed in the table below and previously described in Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed on December 17, 2024. TTM adjusted EBITDA from continuing operations margin is calculated by dividing TTM adjusted EBITDA from continuing operations by net sales. The table below provides a reconciliation from net earnings (loss) before income taxes (the most comparable GAAP financial measure) to adjusted EBITDA from con
Dec 17, 2024
8-K
false000010851600001085162024-12-172024-12-17
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02:
On December 17, 2024, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended November 30, 2024 (the fiscal 2025 second quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
Item 8.01.
Other Events.
On December 17, 2024, the Registrant issued a news release (the “Dividend Release”) reporting that its Board of Directors declared a quarterly cash dividend of $0.17 per share in respect of the Registrant’s common shares. The dividend was declared on December 17, 2024, and is payable on March 28, 2025 to shareholders of record at the close of business on March 14, 2025. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are included with this Form 8‑K:
Exhibit No.
Description
99.1
News Release issued by Worthington Enterprises, Inc. on December 17, 2024 (Financial News Release)
99.2
News Release issued by Worthington Enterprises, Inc. on December 17, 2024 (Dividend Release)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
December 17, 2024
By:
/s/Patrick J. Kennedy
Patrick J. Kennedy, Vice President - General Counsel and Secretary
Sep 30, 2024
8-K
0000108516false00001085162024-09-242024-09-24
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on September 25, 2024, beginning at approximately 8:30 a.m., Eastern Daylight Time, to discuss the Registrant’s unaudited financial results for the first quarter ended August 31, 2024. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Specifically, the Registrant referred to earnings before interest, taxes, depreciation and amortization (“EBITDA”) from continuing operations and adjusted EBITDA from continuing operations, each on a consolidated basis, for the Registrant's trailing twelve months (“TTM”) ended August 31, 2024. In the table below, the Registrant also presents TTM adjusted EBITDA from continuing operations margin. These measures are non-GAAP financial measures and are used by management as measures of operating performance. EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings from continuing operations attributable to controlling interest. Adjusted EBITDA from continuing operations is calculated by adding or subtracting, as appropriate, to/from EBITDA from continuing operations certain items that the Registrant believes are not necessarily indicative of the Registrant's operating performance, such as those listed in the table below and previously described in Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed on September 24, 2024. TTM adjusted EBITDA from continuing operations margin is calculated by dividing TTM adjusted EBITDA from continuing operations by net sales. The table below provides a reconciliation from net earnings (loss) befor
Sep 24, 2024
8-K
false000010851600001085162024-09-242024-09-24
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02:
On September 24, 2024, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended August 31, 2024 (the fiscal 2025 first quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
Item 8.01.
Other Events.
On September 24, 2024, the Registrant issued a news release (the “Dividend Release”) reporting that its Board of Directors declared a quarterly cash dividend of $0.17 per share in respect of the Registrant’s common shares. The dividend was declared on September 24, 2024, and is payable on December 27, 2024 to shareholders of record at the close of business on December 13, 2024. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are included with this Form 8‑K:
Exhibit No.
Description
99.1
News Release issued by Worthington Enterprises, Inc. on September 24, 2024 (Financial News Release)
99.2
News Release issued by Worthington Enterprises, Inc. on September 24, 2024 (Dividend Release)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
September 24, 2024
By:
/s/Patrick J. Kennedy
Patrick J. Kennedy, Vice President - General Counsel and Secretary
Jul 1, 2024
0000108516true00001085162024-06-262024-06-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On July 1, 2024, Worthington Enterprises, Inc. (the “Registrant”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission (the “SEC”). Subsequent to filing the Original Report, the Registrant discovered that it inadvertently furnished the incorrect document as Exhibit 99.1 to the Original Report. The purpose of this amendment is to furnish to the SEC, as Exhibit 99.1 hereto, a copy of the transcript from the Registrant’s June 26, 2024 conference call regarding the Registrant’s unaudited financial results for the fourth quarter and fiscal year ended May 31, 2024.
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on June 26, 2024, beginning at approximately 8:30 a.m., Eastern Daylight Time, to discuss the Registrant’s unaudited financial results for the fourth quarter and fiscal year ended May 31, 2024. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets for the coming months. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
The Registrant regularly discloses financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures. The Registrant believes non-GAAP financial measures provide additional information that allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period.
During the conference call, the Registrant referred to free cash flow for the three months ended May 31, 2024. Free cash flow is a non-GAAP financial measure that management believes measures the Registrant's ability to generate cash beyond what is required for its business operations and capital expenditures. The following provides a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) to free cash flow for the three months ended May 31, 2024.
Fourth
Quarter
(In thousands)
2024
Net cash provided by operating activities
$
45,169
Investment in property, plant and equipment
(11,336
)
Free cash flow
$
33,833
During the conference call, the Registrant
Jul 1, 2024
8-K
false000010851600001085162024-06-262024-06-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on June 26, 2024, beginning at approximately 8:30 a.m., Eastern Daylight Time, to discuss the Registrant’s unaudited financial results for the fourth quarter and fiscal year ended May 31, 2024. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets for the coming months. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
The Registrant regularly discloses financial measures prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures. The Registrant believes non-GAAP financial measures provide additional information that allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period.
During the conference call, the Registrant referred to free cash flow for the three months ended May 31, 2024. Free cash flow is a non-GAAP financial measure that management believes measures the Registrant's ability to generate cash beyond what is required for its business operations and capital expenditures. The following provides a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) to free cash flow for the three months ended May 31, 2024.
Fourth
Quarter
(In thousands)
2024
Net cash provided by operating activities
$
45,169
Investment in property, plant and equipment
(11,336
)
Free cash flow
$
33,833
During the conference call, the Registrant referred to the ratio of net debt to trailing 12 months ("TTM") adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") from continuing operations, which is a non-GAAP financial measure that is used by the Registrant as a measure of leverage. Net debt to adjusted EBITDA from continuing operations is calculated by subtracting cash and cash equivalents from net debt (defined as the aggregate of short-term borrowings, current maturities of long-term debt and long-term debt) and dividing the sum by adjusted EBITDA from continuing operations. The calculation of net debt to adjusted EBITDA from continuing operations
Jun 25, 2024
8-K
false000010851600001085162024-06-252024-06-25
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02:
On June 25, 2024, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended May 31, 2024 (the fiscal 2024 fourth quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
Item 8.01.
Other Events.
On June 25, 2024, the Registrant issued a news release (the “Dividend Release”) reporting that its Board of Directors declared a quarterly cash dividend of $0.17 per share in respect of the Registrant’s common shares. The dividend was declared on June 25, 2024, and is payable on September 27, 2024 to shareholders of record at the close of business on September 13, 2024. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are included with this Form 8‑K:
Exhibit No.
Description
99.1
News Release issued by Worthington Enterprises, Inc. on June 25, 2024 (Financial News Release)
99.2
News Release issued by Worthington Enterprises, Inc. on June 25, 2024 (Dividend Release)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
June 25, 2024
By:
/s/Patrick J. Kennedy
Patrick J. Kennedy, Vice President - General Counsel and Secretary
Mar 25, 2024
8-K
false000010851600001085162024-03-212024-03-21
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-08399
31-1189815
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 West Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, Without Par Value
WOR
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
Worthington Enterprises, Inc. (the “Registrant”) conducted a conference call on March 21, 2024, beginning at approximately 8:30 a.m., Eastern Daylight Time, to discuss the Registrant’s unaudited financial results for the third quarter of fiscal 2024 ended February 29, 2024. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets for the coming months. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”).
The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
In the conference call, the Registrant discussed financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Specifically, the Registrant referred to earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, each on a consolidated basis, for the Registrant's trailing twelve months (“TTM”) ended February 29, 2024. EBITDA and adjusted EBITDA are non-GAAP financial measures and are used by management as measures of operating performance. EBITDA is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings attributable to controlling interest. Adjusted EBITDA is calculated by adding or subtracting, as appropriate, to/from EBITDA certain items that the Registrant believes are not necessarily indicative of the Registrant's operating performance, such those listed in the table below and previously described in Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed on March 21, 2024. The table below provides a reconciliation from net earnings from continuing operations (the most comparable GAAP financial measure) to the non-GAAP financial measures, EBITDA and adjusted EBITDA, for the TTM ended February 29, 2024.
Additionally, adjusted EBITDA for the TTM ended February 29, 2024 is adjusted further to reflect the results of the Registrant, on a pro forma basis, to illustrate the estimated effects of the relationship between the Reg
This page provides Worthington Enterprises Inc. (WOR) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on WOR's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.