Short answer
WORTHINGTON ENTERPRISES, INC. (WOR) filed an 8-K current report with the SEC on September 25, 2026 reporting Item 2.02 (Results of Operations and Financial Condition), Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item EX-99.1 (Exhibit EX-99.1). TTM adjusted EBITDA $302.6M, with 21.3% adjusted EBITDA margin versus 11.5% GAAP net earnings margin.
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
- TTM adjusted EBITDA $302.6M, with 21.3% adjusted EBITDA margin versus 11.5% GAAP net earnings margin
- TTM free cash flow $196.3M, representing 116% conversion of adjusted net earnings
- TTM operating cash flow $251.8M after $54.0M quarterly capital investment
- Net debt $250.5M at August 31, 2026, including $305.6M long-term debt and $55.1M cash
- Quarterly adjusted EBITDA declined to $74.0M from $83.5M in fourth quarter 2026 and $84.6M in third quarter 2026
Item 5.02 · Departure/Election of Directors or Officers
- CEO Joseph B. Hayek awarded 150,000 performance shares to support retention and align compensation with shareholder value
- Performance condition requires average 90-day share value of at least $100 within five years
- Shares carry no voting rights or dividends before vesting
- Full vesting occurs upon a change in control, increasing potential transaction-related compensation exposure
- Directors Michael J. Endres, Ozey K. Horton Jr., and Virgil L. Winland retired after the September 22, 2026 annual meeting
Item 5.07 · Submission of Matters to a Vote of Security Holders
- 90%+ shareholder participation, with 44,503,073 shares represented and a valid quorum
- Three directors elected for three-year terms through the 2029 annual meeting
- Director support ranged from 86% to 92% of votes cast, with Standridge receiving the weakest approval
- Executive compensation approved on an advisory basis, with 95.8% of votes cast in favor
- KPMG LLP ratified as independent auditor for fiscal year ending May 31, 2027, with 98.6% support
Item EX-99.1 · Exhibit EX-99.1
- FY2027 Q1 sales $344M, up 13% YoY with 7% organic growth; adjusted EBITDA $74M, up 10%
- Adjusted EPS $0.82 versus $0.78; GAAP EPS $0.87 versus $0.70, including a $0.05 nonrecurring benefit
- Data-center ASME tank revenue $13M in Q1, matching FY2026; sequential growth expected through Q4
- Trade and Specialty Solutions EBITDA $24M versus $16M; margin expanded to 18.6% from 13.6%
- Free cash flow $54M versus $28M; $18M used to repurchase 335,000 shares and $9M paid in dividends
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other WORTHINGTON ENTERPRISES, INC. 8-K filings
Get the next WOR 8-K as it lands
Follow WOR for push alerts, or ask the research agent what this filing means.