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WORTHINGTON ENTERPRISES, INC. (WOR) filed an 8-K current report with the SEC on June 26, 2026 reporting Item 2.02 (Results of Operations and Financial Condition), Item 5.02 (Departure/Election of Directors or Officers), Item EX-99.1 (Exhibit EX-99.1). Fiscal 2026 adjusted EBITDA $295.827M, supporting 0.9x net debt leverage.
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
- Fiscal 2026 adjusted EBITDA $295.827M, supporting 0.9x net debt leverage
- Net debt $278.171M against $27.725M cash and $305.896M long-term debt
- Quarterly adjusted EBITDA: Q4 $83.523M, Q3 $84.615M, Q2 $60.478M, Q1 $67.211M
- Restructuring and other adjustments totaled $7.1M across fiscal 2026
- Exhibit 99.1 contains the May 31, 2026 quarterly results and additional GAAP reconciliations
Item 5.02 · Departure/Election of Directors or Officers
- Four senior executives received 25,000 performance shares each, totaling 100,000 potential common shares
- Awards tie executive retention to adjusted EBITDA and adjusted return on assets through fiscal 2030
- Shares vest only after performance certification and continuous employment through the certification date
- Change-in-control protection allows full vesting immediately, creating potential dilution during a takeover
- No voting rights or dividend accrual before vesting
Item EX-99.1 · Exhibit EX-99.1
- Fiscal 2026 sales $1.4B, up 20% with 9% organic growth; adjusted EBITDA rose 12% to $296M
- Q4 sales $371M, up 17%; adjusted EBITDA $83.5M versus $85.1M, reflecting ClarkDietrich and A2L-related comparisons
- Free cash flow $170M, representing 102% conversion of adjusted net earnings; modernization spending totaled $25M
- Net debt $278M, below 1.0x trailing adjusted EBITDA, with $500M undrawn revolver capacity supporting acquisitions
- Quarterly dividend increased 5% to $0.20 per share; $18M used to repurchase 350,000 shares
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