[8-K] Worthington Enterprises, Inc. Reports Material Event

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (NYSE: WOR) filed a Form 8-K to disclose the closing of its acquisition of Elgen Manufacturing Company, Inc., a provider of HVAC parts and components. The deal, completed on 18 June 2025 and announced on 19 June 2025, carries an approximate $93 million purchase price, subject to customary closing adjustments, and was fully funded with the company’s existing cash resources, indicating no immediate change to the firm’s leverage profile. Elgen employs about 250 people and is headquartered in Closter, New Jersey; it will be integrated into Worthington’s Building Products segment. No revenue, earnings or pro-forma financial impacts were disclosed in the filing, and management did not provide guidance or synergies. Exhibit 99.1 contains the related press release, while Exhibit 104 contains the Inline XBRL cover data. Aside from the acquisition, the filing reported no other material events, financial statements, or pro-forma schedules.

Positive

• Strategic expansion: Acquisition adds a leading HVAC parts provider to Worthington’s Building Products segment, potentially broadening product offerings and market reach.
• Prudent financing: Entire $93 million purchase price was funded with existing cash, avoiding additional leverage or share dilution.

Negative

• Liquidity impact: Immediate $93 million cash outflow reduces on-hand cash balances.
• Disclosure gap: Filing provides no revenue, EBITDA, or synergy estimates for Elgen, limiting investors’ ability to assess the deal’s financial accretion.
• Integration risk: Although modest in size, integrating 250 employees and new product lines carries execution risk.

Insights

Financial Analyst

TL;DR – $93 M cash acquisition broadens WOR’s HVAC offering; no financial metrics shared, but cash funding avoids leverage.

The all-cash purchase of Elgen Manufacturing adds an established HVAC components provider to Worthington’s Building Products portfolio. Financing from on-hand liquidity preserves debt capacity, potentially leaving future funding options open. However, the filing omits Elgen’s revenue and profitability, limiting investors’ ability to gauge accretion or integration risk. In the absence of earnings guidance or cost-synergy targets, the transaction looks strategically additive yet financially opaque. Near-term impact should be modest given WOR’s scale, but cash deployment of $93 M diminishes liquidity until earnings contributions materialise.

M&A Specialist

TL;DR – Strategic bolt-on completed swiftly; absence of seller financials tempers visibility of deal economics.

The purchase closed one day before announcement, signalling efficient execution and likely limited regulatory hurdles. At 250 employees, Elgen represents a classic bolt-on that enhances product breadth within Building Products. Using cash rather than equity avoids dilution. Yet, without disclosed EBITDA multiples or earn-out structures, investors cannot assess valuation discipline. Integration risks appear manageable given size, but lack of post-close performance metrics means impact remains to be proven.

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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): June 19, 2025

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 8.01. Other Events.  

On June 19, 2025, Worthington Enterprises, Inc. (the "Registrant") issued a news release announcing that its Building Products segment acquired Elgen Manufacturing Company, Inc. ("Elgen"), a leading provider of HVAC parts and components. The purchase price for the acquisition of Elgen, which closed on June 18, 2025, was approximately $93 million, subject to closing adjustments, and was sourced from the Registrant’s existing cash.

Elgen, which will operate within the Registrant’s Building Products segment, employs approximately 250 people and is headquartered in Closter, New Jersey.

A copy of the news release is included herewith as Exhibit 99.1 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 19, 2025.
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:	June 20, 2025	By:	/s/Patrick J. Kennedy
			Patrick J. Kennedy, Vice President - General Counsel and Secretary

FAQ

What did Worthington Enterprises (WOR) announce in its June 2025 8-K?

Worthington disclosed it acquired Elgen Manufacturing Company for approximately $93 million in cash, closing on 18 June 2025.

How was the Elgen acquisition financed?

The purchase price was entirely funded from Worthington’s existing cash, with no new debt or equity issued.

Which segment will Elgen operate under within WOR?

Elgen will be integrated into Worthington’s Building Products segment.

Did Worthington provide Elgen’s revenue or earnings figures?

No. The 8-K did not disclose Elgen’s revenue, EBITDA, or expected financial contribution.

Where is Elgen Manufacturing headquartered and how many employees does it have?

Elgen is based in Closter, New Jersey and employs approximately 250 people.

Were any additional financial statements filed with the 8-K?

The company included only Exhibit 99.1 (press release) and Exhibit 104 (Inline XBRL cover); no pro-forma financials were provided.