Worthington Enterprises Files 8-K

TL;DR

WE files 8-K: Financials, exec changes, shareholder votes updated.

AI Summary

Worthington Enterprises, Inc. filed an 8-K on September 26, 2025, reporting on events as of September 23, 2025. The filing covers results of operations, financial condition, director and officer changes, matters submitted to a vote, and financial statements. Key details regarding specific financial figures or operational outcomes are not immediately available in this summary section of the filing.

Why It Matters

This 8-K filing provides crucial updates on Worthington Enterprises' financial performance, corporate governance, and any shareholder votes, which are important for investors to assess the company's current standing and future direction.

Risk Assessment

Risk Level: low — This is a routine 8-K filing reporting on standard corporate events and financial information, not indicating any immediate or significant risks.

Key Players & Entities

• WORTHINGTON ENTERPRISES, INC. (company) — Registrant
• Ohio (location) — State of Incorporation
• September 23, 2025 (date) — Date of earliest event reported
• September 26, 2025 (date) — Date of Report

FAQ

Filing Documents

• wor-20250923.htm (8-K) — 443KB
• wor-ex10_1.htm (EX-10.1) — 139KB
• wor-ex99_1.htm (EX-99.1) — 146KB
• 0001193125-25-220423.txt ( ) — 887KB
• wor-20250923.xsd (EX-101.SCH) — 23KB
• wor-20250923_htm.xml (XML) — 4KB

02. Results of Operations and Financial Condition

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/fr

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders . The Registrant held the Annual Meeting on September 23, 2025. At the close of business on July 29, 2025, the record date for the Annual Meeting, there were a total of 49,793,529 common shares of the Registrant outstanding and entitled to vote. At the Annual Meeting, the holders of 44,652,456 shares (in excess of 89%) of the Registrant's common shares outstanding on the record date were represented by proxy, constituting a quorum. The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows: Proposal 1 — Election of Directors Votes For Votes Against Abstentions Broker Non-Votes Kerrii B. Anderson 40,294,598 929,157 37,569 3,391,134 David P. Blom 37,277,366 3,938,647 45,311 3,391,134 Paul G. Heller 41,006,436 204,368 50,520 3,391,134 Billy R. Vickers 38,629,646 1,575,988 55,690 3,391,134 At the Annual Meeting, the shareholders of the Registrant elected each of Ms. Anderson, Mr. Blom, Mr. Heller and Mr. Vickers as a director of the Registrant for a three-year term, expiring at the Annual Meeting of Shareholders occurring in 2028. Proposal 2 — Advisory Vote to Approve the Compensation of the NEOs Votes For Votes Against Abstentions Broker Non-Votes 38,981,483 2,206,173 73,668 3,391,134 At the Annual Meeting, the shareholders of the Registrant approved the advisory resolution to approve the compensation of the Registrant's named executive officers, as described in the Registrant's proxy statement for the Annual Meeting. Proposal 3 — Approve the 2025 Equity Plan for Non-Employee Directors. Votes For Votes Against Abstentions Broker Non-Votes 37,803,028 3,405,411 52,885 3,391,134 At the Annual Meeting, the shareholders of the Registrant approved the proposal to approve the Plan. Proposal 4 — Ratification of the Selection of Independent Registered Public Accounting

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits : The following exhibits are included with this Form 8K: Exhibit No. Description 10.1 Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors 99.1 Transcript of Worthington Enterprises, Inc. Earnings Conference Call for First Quarter of Fiscal 2026 (Fiscal Quarter ended August 31, 2025), held on September 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Indicates a management contract or compensatory plan or arrangement

SIGNATURES

SIGNATURES 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. WORTHINGTON ENTERPRISES, INC. Date: September 26, 2025 By: /s/Patrick J. Kennedy Patrick J. Kennedy, Vice President - General Counsel and Secretary

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View this 8-K filing on SEC EDGAR