Worthington Enterprises (NYSE: WOR) completes $205M LSI Group deal

Rhea-AI Filing Summary

Worthington Enterprises, Inc. reported that its Building Products segment completed the previously announced acquisition of all issued and outstanding equity interests of LSI Group, LLC and its subsidiaries from Baker Group Holdings, LLC. The purchase price was approximately $205 million, subject to closing adjustments and a potential tax equalization payment of up to $3 million.

The consideration for the acquisition was funded primarily with Worthington’s existing cash, along with borrowings under its revolving credit facilities. Worthington stated that, apart from agreements related to this transaction, there are no material relationships between the company and the seller or its affiliates. The company also issued a news release announcing the closing.

Insights

Corporate transactions analyst

Worthington completes a cash-and-credit funded $205M acquisition.

Worthington Enterprises has closed the previously announced purchase of all equity interests in LSI Group, LLC and its subsidiaries for approximately $205 million, plus a possible tax equalization amount of up to $3 million. The deal is housed in the Building Products segment, indicating it is tied to that business line.

The consideration was funded primarily from existing cash, supplemented by borrowings under revolving credit facilities. This structure combines immediate balance sheet resources with incremental debt, so the actual effect on leverage depends on the company’s pre-closing cash and borrowing levels, which are not detailed here.

The seller is Baker Group Holdings, LLC, and Worthington notes no material relationships with the seller or its affiliates beyond the transaction agreements. On January 16, 2026, the company also issued a press release announcing closing, and future periodic reports may provide additional financial details on how this acquisition affects the Building Products segment’s results.

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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

Date of Report (Date of earliest event reported): January 16, 2026

WORTHINGTON ENTERPRISES, INC.

(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 2.01. Completion of Acquisition.

On January 16, 2026, the Building Products segment of Worthington Enterprises, Inc. (the “Registrant”) completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding equity interests of LSI Group, LLC and its subsidiaries from Baker Group Holdings, LLC (the “Seller”). The purchase price for the Acquisition, which closed on January 16, 2026, was approximately $205 million, subject to closing adjustments and the potential payment of a tax equalization amount of up to $3 million. The Acquisition consideration was sourced primarily from the Registrant’s existing cash, together with borrowings under its revolving credit facilities. Other than in respect of the agreements entered into in connection with the Acquisition, there are no material relationships between Registrant and the Seller or its affiliates.

Item 7.01. Regulation FD Disclosure.

On January 16, 2026, the Registrant issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished under Item 7.01 in this Current Report on Form 8-K (this “Form 8-K”), including Exhibit 99.1, shall not be deemed “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 and shall not be deemed incorporated by reference in any filing made by the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing. This Form 8-K shall not be deemed an admission as to the materiality of any information in this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8‑K:

Exhibit No.		Description
99.1		News Release issued by Worthington Enterprises, Inc. on January 16, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	January 16, 2026	By:	/s/ Patrick J. Kennedy
			Patrick J. Kennedy, Vice President - General Counsel and Secretary

FAQ

What acquisition did Worthington Enterprises (WOR) complete?

Worthington Enterprises completed its previously announced acquisition of all issued and outstanding equity interests of LSI Group, LLC and its subsidiaries through its Building Products segment.

What was the purchase price for Worthington Enterprises acquisition of LSI Group, LLC?

The purchase price for the acquisition of LSI Group, LLC and its subsidiaries was approximately $205 million, subject to closing adjustments and a potential tax equalization payment of up to $3 million.

How did Worthington Enterprises (WOR) fund the LSI Group acquisition?

Worthington Enterprises funded the acquisition consideration primarily from its existing cash, together with borrowings under its revolving credit facilities.

Who sold LSI Group, LLC to Worthington Enterprises?

The equity interests of LSI Group, LLC and its subsidiaries were acquired from Baker Group Holdings, LLC, referred to as the seller in the disclosure.

Does Worthington Enterprises have any other material relationships with the seller of LSI Group?

Worthington stated that, other than agreements entered into in connection with the acquisition, there are no material relationships between the company and the seller or its affiliates.

Did Worthington Enterprises issue a press release about the LSI Group acquisition closing?

Yes. On January 16, 2026, Worthington Enterprises issued a press release announcing the closing of the acquisition, which is included as Exhibit 99.1.