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Worthington 8-K Filings

WOR NYSE

Every 8-K that Worthington (WOR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow WOR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WOR filings page.

Rhea-AI Summary

Worthington Enterprises, Inc. (WOR) entered into a Fifth Amended and Restated Credit Agreement on August 31, 2026, amending its existing five-year syndicated unsecured revolving credit facility. Aggregate revolving commitments remain at $500 million, but the final maturity was extended from September 27, 2028 to August 31, 2031.

The facility includes an accordion feature permitting up to $300 million of additional revolving or term loan commitments, a $75 million sublimit for letters of credit, and up to $50 million in swingline loans. Pricing is based on an Alternate Base Rate or Term SOFR (or agreed currency rates) plus a margin tied to Worthington’s consolidated total leverage ratio.

Covenants include a minimum consolidated interest coverage ratio of 3.25x and a maximum ratio of consolidated indebtedness to consolidated indebtedness plus consolidated net worth of 55%. Proceeds may be used to refinance existing debt, fund working capital, capital expenditures and acquisitions. As of the effective date, there were no borrowings or letters of credit outstanding under the facility.

Rhea-AI Summary

Worthington Enterprises describes its position as a higher-margin, lower-capital-intensity business following its separation from Worthington Steel, with market-leading brands in building and consumer products and a focus on niche, metals-based solutions sold largely to contractors and installers.

For the fiscal year ended May 31, 2026, revenue grew 20% to $1.4 billion, including 9% organic growth. Adjusted EBITDA reached $296 million, up 12% or $31 million, while margins in wholly owned businesses expanded about 150 basis points year over year and roughly 500 basis points over two years. Free cash flow was $170 million with 102% cash flow conversion, despite $25 million of modernization capex, and about $300 million was spent on acquisitions.

The company highlights strong building-products performance, high-margin joint venture WAVE with about $500 million revenue and ~49% EBITDA margin, and a fast-growing liquid-cooling solution for data centers that generated $13 million in fiscal 2026 and is expected to reach that level in first-quarter fiscal 2027 alone. ClarkDietrich equity income declined to $22 million, reflecting steel-price volatility and weak new construction, but management views earnings as having troughed.

Rhea-AI Summary

Worthington Enterprises, Inc. reports that its Vice President and Chief Financial Officer, Colin J. Souza, will participate in a fireside chat at the 46th Canaccord Genuity Annual Growth Conference on August 12, 2026 at 11:30 a.m. ET. The discussion will be webcast live and available for replay through the company’s investor relations website.

The company is furnishing, rather than filing, the related news release under securities laws, which limits its exposure to certain liabilities and incorporation-by-reference effects. Extensive cautionary language explains that any forward-looking statements about strategy, growth, margins, cash flows, acquisitions or market conditions are subject to numerous risks and uncertainties described in prior SEC reports.

Rhea-AI Summary

Worthington Enterprises, Inc. reported a strong fiscal 2026 and furnished the transcript of its fourth-quarter earnings call. Net sales for fiscal 2026 reached $1.4 billion, up 20% with 9% organic growth, while adjusted EBITDA increased 12% to about $296 million.

The company generated $170 million of free cash flow for the year, equaling 102% of adjusted net earnings, and ended with net debt of $278.2 million, a net debt to adjusted EBITDA ratio of 0.9. In fourth-quarter fiscal 2026, net sales were $371 million, up 17%, and adjusted EBITDA was $83.5 million.

The filing also discloses a special leadership retention performance share award for four senior leaders, granting each 25,000 performance shares under the 2024 Long-Term Incentive Plan. These shares can vest based on quarterly adjusted EBITDA and adjusted return on assets goals from fiscal 2027 through fiscal 2030, plus a continuous employment condition, with accelerated vesting in certain death, disability, change in control, or qualifying termination scenarios.

Rhea-AI Summary

Worthington Enterprises reported strong fiscal 2026 results, with fourth-quarter net sales of $371.5 million, up 16.9%, and net earnings rising to $48.1 million from $3.6 million. Diluted EPS increased to $0.97, while adjusted EPS held at $0.97.

For the full year, net sales grew 20% to $1.38 billion and net earnings rose 63% to $155.0 million. Adjusted EBITDA increased 12% to $295.8 million, supported by contributions from the Elgen and LSI acquisitions and 9% organic growth. Operating cash flow was $226.1 million and free cash flow reached $170.2 million.

The company repurchased 350,000 shares for $18.2 million and quarter-end cash was $27.7 million with $500.0 million of revolving credit capacity available. The board raised the quarterly dividend 5% to $0.20 per share and appointed former Louisiana-Pacific CEO W. Bradley Southern to the board, while signaling three long-tenured directors will retire at the 2026 annual meeting.

Rhea-AI Summary

Worthington Enterprises reported strong third-quarter fiscal 2026 results, highlighted by double-digit growth in sales, earnings and cash flow. Net sales rose to $379 million from $305 million, while GAAP earnings increased to $0.92 per share and adjusted earnings to $0.98 per share.

Adjusted EBITDA grew to $85 million with a 22.3% margin, and trailing 12‑month adjusted EBITDA reached $297 million, up from $243 million. Free cash flow over the last 12 months was $164 million, a 95% conversion of adjusted net earnings, and net debt was about $306 million, or roughly 1.0x trailing adjusted EBITDA. Building Products and Consumer Products both delivered solid organic growth and margin expansion, supported by new products, acquisitions such as LSI, and growing exposure to data center-related demand.

Rhea-AI Summary

Worthington Enterprises reported strong fiscal 3Q 2026 results, with net sales rising 24% to $378.7 million and GAAP diluted EPS increasing to $0.92 from $0.79. Adjusted diluted EPS grew to $0.98 from $0.91, marking the sixth consecutive quarter of year-over-year adjusted EPS and EBITDA growth.

Operating income increased to $31.5 million from $20.9 million, while adjusted EBITDA rose to $84.6 million from $73.8 million. Operating cash flow was $61.9 million and free cash flow improved to $48.1 million. The balance sheet showed total debt of $312.0 million and cash of $6.0 million, reflecting heavy acquisition spending.

Building Products net sales climbed to $223.9 million, up 35.8%, and Consumer Products net sales grew 10.8% to $154.8 million. The company completed the approximately $205.0 million acquisition of LSI Group and declared a quarterly dividend of $0.19 per share, payable June 29, 2026, to shareholders of record on June 15, 2026.

Rhea-AI Summary

Worthington Enterprises, Inc. filed a current report describing its presentation at the CJS Securities 26th Annual New Ideas for the New Year conference on January 14, 2026. The company made the presentation materials available on its investor relations website and furnished them as Exhibit 99.1, with the full transcript furnished as Exhibit 99.2.

The filing explains that these materials are being furnished, not filed, which limits their exposure to certain securities law liabilities and incorporation by reference. It also includes an extensive safe harbor statement, emphasizing that forward-looking comments about strategy, markets, financial measures, and operations are subject to numerous risks and uncertainties outlined in the company’s other reports.

Rhea-AI 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.

Rhea-AI Summary

Worthington Enterprises, Inc. disclosed that President and CEO Joseph B. Hayek and Vice President and CFO Colin J. Souza will present at the CJS Securities 26th Annual New Ideas for the New Year conference on January 14, 2026. The presentation is scheduled for 8:45 a.m. ET and will be available via live webcast, with a replay, through the Events & Presentations section of the company’s investor relations website.

The company’s presentation materials will also be posted on its website on January 14, 2026 prior to the webcast. The report emphasizes that the information and the related news release are being furnished rather than filed and includes extensive forward-looking statement language outlining a wide range of business, market, financial, regulatory and operational risks that could cause actual results to differ from current expectations.

Rhea-AI Summary

Worthington Enterprises, Inc. furnished details from its Q2 fiscal 2026 earnings call, emphasizing non-GAAP performance metrics and cash generation for the twelve months ended November 30, 2025. Trailing 12‑month adjusted EBITDA was $284.377 million with an adjusted EBITDA margin of 22.7%, compared with a TTM net earnings margin of 8.4%. The company reported TTM free cash flow of $160.707 million, resulting in free cash flow conversion of 96%. Net debt was $124.967 million, producing a net debt to TTM adjusted EBITDA ratio of 0.44, indicating relatively low leverage. For the three months ended November 30, 2025, adjusted net sales grew 10.5% to $302.891 million, while adjusted SG&A decreased 1.9% to $66.598 million. Quarterly net earnings under GAAP were $27.029 million in Q2 fiscal 2026.

Rhea-AI Summary

Worthington Enterprises, Inc. reported fiscal 2026 second‑quarter results via a news release and used both GAAP and non‑GAAP measures to help explain ongoing operations.

The Board increased its size from 12 to 13 members and appointed industry veteran Charles M. Chiappone as a director through the 2026 annual meeting, highlighting his manufacturing, leadership and growth experience at Armstrong, the Worthington Armstrong Venture, Alloy Polymers and other industrial businesses.

Worthington’s Building Products segment agreed to acquire LSI Group, LLC, a leading maker of standing‑seam metal roof clips and retrofit components for commercial metal roofs, for approximately $205 million, plus a potential tax equalization amount of up to $3 million, with closing expected in January 2026 and funding from existing cash and revolving credit facilities. LSI, based in Logansport, Indiana, employs about 140 people and will operate within the Building Products segment. The company also declared a quarterly cash dividend of $0.19 per share, payable on March 27, 2026 to shareholders of record on March 13, 2026.

Rhea-AI Summary

Worthington Enterprises, Inc. (WOR) filed a report noting that it presented at the Baird 2025 Global Industrial Conference in Chicago on November 13, 2025. The company has made the presentation materials available on its investor relations website and furnished them as Exhibit 99.1, with the presentation transcript furnished as Exhibit 99.2. The filing includes an extensive safe harbor statement explaining that many statements about strategy, the separation of its Steel Processing business, future financial performance, market conditions, and operational initiatives are forward-looking and subject to numerous economic, industry, regulatory and operational risks.

Rhea-AI Summary

Worthington Enterprises (WOR) announced that President & CEO Joseph B. Hayek and Vice President & CFO Colin J. Souza will present at the Baird 2025 Global Industrial Conference in Chicago on November 13, 2025, at 10:40 a.m. ET.

The presentation will be available via live webcast and replay through the Events & Presentations section of the company’s investor website, with presentation materials posted there on November 13 prior to the webcast. The information is furnished under Item 7.01 and is not deemed filed under the Exchange Act.

Rhea-AI Summary

Worthington Enterprises filed an 8-K covering its latest earnings call and annual shareholder meeting. On the call, management highlighted non-GAAP metrics, including TTM adjusted EBITDA of $280,112k with a TTM adjusted EBITDA margin of 23.3%, and TTM free cash flow of $155,513k versus TTM net cash from operations of $209,659k. Net debt was $138,888k, resulting in a net debt-to-TTM adjusted EBITDA ratio of 0.50, indicating relatively low leverage.

Shareholders approved the 2025 Equity Plan for Non-Employee Directors, which authorizes up to 1,000,000 common shares for director awards, and re-elected four directors for terms expiring in 2028. They also approved the advisory vote on executive compensation and ratified KPMG LLP as independent auditor for the fiscal year ending May 31, 2026.

Rhea-AI Summary

Worthington Enterprises, Inc. furnished information about its fiscal 2026 first-quarter results and declared a quarterly dividend. The company attached a financial news release as an exhibit, covering results for the three-month period ended August 31, 2025, and noted that it included both GAAP and non-GAAP financial measures along with reconciliations.

The Board also approved a quarterly cash dividend of $0.19 per common share, declared on September 23, 2025. This dividend is payable on December 29, 2025 to shareholders of record at the close of business on December 15, 2025.

Rhea-AI Summary

Worthington Enterprises, Inc. furnished information about its participation in a fireside chat at the Canaccord Genuity 45th Annual Growth Conference held on August 12, 2025. A transcript of the discussion is available on the company’s investor relations website and is furnished as Exhibit 99.1 under a Regulation FD disclosure.

The company clarifies that this information, including Exhibit 99.1, is furnished rather than filed and is not automatically incorporated into other securities law reports. The report also includes an extensive safe harbor statement, explaining that any forward-looking statements about areas such as the planned separation of the Steel Processing business, expected financial performance, market conditions, supply chain, and regulatory and economic risks are subject to numerous uncertainties and risk factors described in its other SEC reports.

Rhea-AI Summary

Worthington Enterprises, Inc. (NYSE: WOR) filed a Form 8-K on June 24, 2025 announcing two routine but relevant corporate actions. Under Item 2.02, the company furnished a press release (Exhibit 99.1) that contains the results for its fiscal 2025 fourth quarter ended May 31, 2025. While the actual GAAP and non-GAAP figures are not included in the 8-K text, management states that both sets of metrics are presented in the news release together with reconciliations, signalling continued emphasis on comparability and transparency.

Item 8.01 discloses a cash dividend:

  • Amount: $0.19 per common share
  • Declaration date: June 24, 2025
  • Record date: September 15, 2025
  • Payment date: September 29, 2025

The dividend level is unchanged from recent quarters, indicating capital-return consistency. No other material transactions, governance changes, or strategic updates were reported. Exhibits 99.1 (financial release) and 99.2 (dividend release) provide full details; Exhibit 104 supplies the Inline XBRL cover page.

Rhea-AI 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.