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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 31, 2026 |
WORTHINGTON ENTERPRISES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Ohio |
001-08399 |
31-1189815 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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200 West Old Wilson Bridge Road |
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Columbus, Ohio |
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43085 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Shares, Without Par Value |
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WOR |
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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. ☐
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Item 1.01. |
Entry into a Material Definitive Agreement. |
On August 31, 2026 (the “Effective Date”), Worthington Enterprises, Inc. (“we,” “our,” “us” and the “Registrant”) amended and restated our existing five-year, revolving credit facility (provided under the Fourth Amended and Restated Credit Agreement, dated as of September 27, 2023 (as amended, the “Existing Credit Agreement”)). The aggregate commitments under the amended and restated revolving credit facility remain at $500 million. The final maturity of the revolving credit facility was extended from September 27, 2028 to August 31, 2031. The Fifth Amended and Restated Credit Agreement, dated as of the Effective Date (the “Fifth Amended and Restated Credit Agreement”), was entered into among the Registrant, as a Borrower; PNC Bank, National Association, as a Lender, the Swingline Lender, an Issuing Bank and Administrative Agent; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Lenders and Syndication Agents; U.S. Bank National Association, The Huntington National Bank, Fifth Third Bank, National Association, The Northern Trust Company, First National Bank of Pennsylvania, Citibank, N.A., and Goldman Sachs Bank USA, as Lenders (collectively with PNC Bank, National Association, JPMorgan Chase Bank, N.A., and Bank of America, N.A., the “Lenders”); with U.S. Bank National Association and The Huntington National Bank, serving as Documentation Agents; and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and BofA Securities, Inc. serving as Joint Bookrunners and Joint Lead Arrangers. Certain of the Lenders under the Fifth Amended and Restated Credit Agreement provide to us and our affiliates other banking services in the ordinary course of business that are not specifically outlined in the Fifth Amended and Restated Credit Agreement.
Availability under Commitments
The Fifth Amended and Restated Credit Agreement represents a syndicated unsecured revolving credit facility under which aggregate revolving credit commitments of $500 million will be available in U.S. Dollars. In addition, we may from time to time elect to increase the aggregate revolving credit commitments or enter into one or more tranches of term loans (in each case, subject to the consent of the Lenders who elect to make such loans), in minimum increments of $10 million, so long as, after giving effect thereto, the aggregate amount of such increases and all such incremental term loans does not exceed $300 million. The Existing Credit Agreement also provided for $500 million of availability and the incremental accordion facility under the Fifth Amended and Restated Credit Agreement is on the same terms as such facility was provided for under the Existing Credit Agreement.
We maintain the right under the Fifth Amended and Restated Credit Agreement to request from time to time that our foreign subsidiaries be added to the Fifth Amended and Restated Credit Agreement as additional borrowers with the ability to request and receive loans from the Lenders. However, no more than five such requests may be made by us during the term of the Fifth Amended and Restated Credit Agreement.
Maturity Date
The Existing Credit Agreement was scheduled to mature on September 27, 2028. The Fifth Amended and Restated Credit Agreement extends the maturity date to August 31, 2031.
Use of Proceeds
The proceeds of the Fifth Amended and Restated Credit Agreement may be used to repay existing indebtedness and for working capital and other general corporate purposes, including capital expenditures and acquisitions. No part of the proceeds of any loan will be used, whether directly or indirectly, for any purpose that entails a violation of any regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U, and X. As of the close of business on the Effective Date, we had no borrowings under the Fifth Amended and Restated Credit Agreement.
Letters of Credit
The Fifth Amended and Restated Credit Agreement provides that up to $75 million of the available commitments may be used for letters of credit for our benefit, representing the same maximum available letter of credit commitments under the Existing Credit Agreement. On the Effective Date, we had no outstanding letters of credit issued under the Fifth Amended and Restated Credit Agreement.
Borrowing Options
The Fifth Amended and Restated Credit Agreement has several borrowing options: (i) Alternate Base Rate Borrowings, which may only be made in U.S. Dollars and shall bear interest at a rate determined by reference to the Alternate Base Rate described below; and (ii) Eurocurrency Borrowings, which may be made in U.S. Dollars or an Agreed Currency (as defined in the Fifth Amended and Restated Credit Agreement) and, with respect to Eurocurrency Borrowings made in U.S. Dollars, shall bear interest at a rate determined by reference to the Term SOFR Rate (as defined in the Fifth Amended and Restated Credit Agreement) and, with
respect to Eurocurrency Borrowings made in an Agreed Currency, shall bear interest at a rate agreed between the parties at such time. A margin is added to each of the Alternate Base Rate, the Term SOFR Rate and such other applicable rate as agreed by the parties pursuant to the Fifth Amended and Restated Credit Agreement, as applicable, the amount of which is determined by our consolidated total leverage ratio as of any such date of determination, ranging from 0.125% to 1.500%, as applicable. The Alternate Base Rate is a floating per annum rate of interest equal to the highest of (a) the Overnight Bank Funding Rate plus 0.50%, (b) the Prime Rate of PNC Bank, National Association, and (c) the Daily Simple SOFR plus 1.00% so long as the Daily Simple SOFR is offered, ascertainable and not unlawful (as each such term is defined in the Fifth Amended and Restated Credit Agreement) and, in all cases, is subject to a 0.0% floor. The Fifth Amended and Restated Credit Agreement contains customary benchmark replacement language.
Swingline Loans
As Swingline Lender, PNC Bank, National Association may make swingline loans to us in an aggregate principal amount not to exceed $50 million. Swingline loans will bear interest at the Daily Simple SOFR plus the applicable Eurocurrency rate margin.
Facility Fees
We agreed to pay (i) a facility fee on the commitments of the Lenders under the Fifth Amended and Restated Credit Agreement and (ii) a participation fee in connection with outstanding letters of credit (if any) under the Fifth Amended and Restated Credit Agreement, in each case, at a rate determined by our consolidated total leverage ratio on the date of any such determination. As of the Effective Date, the facility fee rate was 12.5 basis points and the participation fee rate was 112.5 basis points. We are also obligated to pay under the Fifth Amended and Restated Credit Agreement a customary fronting fee of 0.125% of the face amount of each letter of credit issued from time to time under the Fifth Amended and Restated Credit Agreement, as well as usual and customary administrative and syndication fees.
Covenants; Events of Default
The terms of the Fifth Amended and Restated Credit Agreement provide for customary representations and warranties, affirmative covenants and negative covenants of and on our subsidiaries and us, subject to negotiated carve-outs, all as provided in the Fifth Amended and Restated Credit Agreement.
The Fifth Amended and Restated Credit Agreement requires that the ratio (the “interest coverage ratio”), for our subsidiaries and us on a consolidated basis, of (i) Consolidated EBITDA (as defined in the Fifth Amended and Restated Credit Agreement) for four consecutive fiscal quarters, taken as a single accounting period, to (ii) Consolidated Interest Expense (as defined in the Fifth Amended and Restated Credit Agreement) for such period, not be less than 3.25 to 1.00 at the end of any fiscal quarter. In addition, the Fifth Amended and Restated Credit Agreement requires that the ratio, for our subsidiaries and us on a consolidated basis, of (a) Consolidated Indebtedness (as defined in the Fifth Amended and Restated Credit Agreement) to (b) Consolidated Indebtedness (as defined in the Fifth Amended and Restated Credit Agreement) plus Consolidated Net Worth (as defined in the Fifth Amended and Restated Credit Agreement), not be greater than 55% at the end of any fiscal quarter.
The terms of the Fifth Amended and Restated Credit Agreement include customary events of default such as payment defaults; material inaccuracies in representations or warranties; covenant defaults; bankruptcy, insolvency or occurrence of similar events; cross-defaults to other material indebtedness in excess of $50 million; uninsured material judgments in excess of $50 million; the occurrence of our change of control or the change of control of a foreign subsidiary which becomes a borrower under the Fifth Amended and Restated Credit Agreement; material ERISA events; and any material provision of any Loan Document (as defined in the Fifth Amended and Restated Credit Agreement) ceases to be enforceable. Upon the occurrence and during the continuation of an event of default, the Lenders may, among other things, terminate their commitments under the Fifth Amended and Restated Credit Agreement and declare any of the then outstanding loans or letter of credit obligations to be due and payable immediately.
Summary; No Reliance
The foregoing description of the Fifth Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Fifth Amended and Restated Credit Agreement, which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Fifth Amended and Restated Credit Agreement is intended to provide readers with information regarding its terms and is not intended to provide any other factual or disclosure information about us or the other parties to the Fifth Amended and Restated Credit Agreement. The Fifth Amended and Restated Credit Agreement contains representations, warranties and covenants by the parties thereto, and those representations, warranties and covenants: (i) were made solely for purposes of the Fifth Amended and Restated Credit Agreement and for the benefit of the parties specified therein; (ii) have been qualified by disclosures that were made to the other parties in connection with the negotiation of the Fifth Amended and Restated Credit Agreement, including being qualified by confidential disclosures made by one party to other parties for the purpose of allocating contractual risk among them that differ from those applicable to investors; (iii) may apply standards of materiality in a way that is different from what may be viewed as
material to readers or investors; (iv) were made only as of the date of the Fifth Amended and Restated Credit Agreement or such other dates specified in the Fifth Amended and Restated Credit Agreement and are subject to more recent developments; and (v) may not describe the actual state of affairs as of the date they were made or at any other time. Investors should not rely on the representations, warranties and covenants in the Fifth Amended and Restated Credit Agreement, or any description thereof, as characterizations of the actual state of facts or the condition of us or our subsidiaries. Investors should review the Fifth Amended and Restated Credit Agreement and the description thereof, not in isolation, but only in conjunction with the other information about us and our subsidiaries that we include in reports, statements and other filings we make with the U.S. Securities and Exchange Commission.
Safe Harbor Statement
Selected statements contained in this report and the furnished release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). We wish to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect our current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for us and our markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at our operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for our and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings; and other non-historical matters.
Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting our products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of our products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of Russia’s invasion of Ukraine); effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which we participate; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom we do business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which we participate as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts, terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability, foreign currency exchange rate exposure and the acceptance of our products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact our operations and financial results; deviation of actual results from estimates and/or assumptions used by us in the application of our significant accounting policies; the level of imports and import prices in our markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit our ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations and considerations; the impact of judicial rulings and governmental regulations, both in the
United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, which may increase our healthcare and other costs and negatively impact our operations and financial results; the effects of tax laws in the United States and potential changes for such laws, which may increase our costs and negatively impact our operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in our filings with the United States Securities and Exchange Commission, including those described in “Part I – Item 1A. – Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
Forward-looking statements should be construed in the light of such risks. We note these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. We do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
See the description in Item 1.01 of this Current Report on Form 8-K, related to the Fifth Amended and Restated Credit Agreement entered into on the Effective Date, which description is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(a) - (c) Not applicable.
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
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Exhibit No. |
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Description |
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4.1 |
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Fifth Amended and Restated Credit Agreement, dated as of August 31, 2026, among Worthington Enterprises, Inc., as a Borrower; PNC Bank, National Association, as a Lender, the Swingline Lender, an Issuing Bank and Administrative Agent; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Lenders and Syndication Agents; U.S. Bank National Association, The Huntington National Bank, Fifth Third Bank, National Association, The Northern Trust Company, First National Bank of Pennsylvania, Citibank, N.A., and Goldman Sachs Bank USA, as Lenders; with U.S. Bank National Association and The Huntington National Bank serving as Documentation Agents; and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and BofA Securities, Inc. serving as Joint Bookrunners and Joint Lead Arrangers. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
[Remainder of page intentionally left blank; signature page follows.]
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.
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WORTHINGTON ENTERPRISES, INC. |
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Date: |
August 31, 2026 |
By: |
/s/Patrick J. Kennedy |
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Patrick J. Kennedy, Vice President -
General Counsel and Secretary |
