8-K current report · filed Jun 23, 2026

WORTHINGTON ENTERPRISES, INC. (WOR) 8-K Current Report: June 23, 2026

Item 2.02Item 5.02Item 8.01Item EX-99.1WOR overview

Short answer

WORTHINGTON ENTERPRISES, INC. (WOR) filed an 8-K current report with the SEC on June 23, 2026 reporting Item 2.02 (Results of Operations and Financial Condition), Item 5.02 (Departure/Election of Directors or Officers), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Financial Release includes fiscal 2026 GAAP and non-GAAP results.

WORTHINGTON ENTERPRISES, INC. 8-K event analysis

AI summary of each reported item and its exhibits

Item 2.02 · Results of Operations and Financial Condition

  • Financial Release includes fiscal 2026 GAAP and non-GAAP results
  • Non-GAAP measures intended to improve period-to-period comparability of ongoing operations
  • Investors should review exhibit reconciliations before relying on adjusted metrics

Item 5.02 · Departure/Election of Directors or Officers

  • Board expanded from 13 to 14 with immediate appointment of W. Bradley Southern, former Louisiana-Pacific CEO and chair
  • Southern adds manufacturing, capital allocation, strategic planning, and public-company governance expertise
  • Pro-rated non-employee director compensation and indemnification agreement; no disclosed related-party arrangements
  • Three directors (Michael J. Endres, Ozey K. Horton Jr., and Virgil L. Winland) not slated for 2026 re-election due to age-75 policy
  • Planned post-annual-meeting board size of 11, indicating significant governance transition despite Southern’s addition

Item 8.01 · Other Events

  • Quarterly cash dividend of $0.20 per common share declared June 23, 2026
  • Payment scheduled September 29, 2026 to shareholders of record September 15, 2026
  • Dividend declaration signals continued shareholder-return commitment and establishes key ex-dividend timing

Item EX-99.1 · Exhibit EX-99.1

  • Q4 sales rose 17% to $371.5M, with acquisitions contributing $44.1M and organic growth contributing 3%
  • Full-year adjusted EBITDA increased 12% to $295.8M, while adjusted EPS rose to $3.37 from $3.09
  • Building Products growth was acquisition-led, but adjusted EBITDA fell to $68.5M as ClarkDietrich equity income declined $6.8M
  • Acquisitions of Elgen and LSI added scale, funded largely through $304.1M of annual acquisition spending
  • Liquidity remained substantial with $500.0M revolver availability, despite cash declining to $27.7M after acquisitions
  • Shareholder returns strengthened through 350,000 share repurchases for $18.2M and a quarterly dividend increased 5% to $0.20 per share

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