Worthington Enterprises Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

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

WORTHINGTON ENTERPRISES, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

The following information is furnished pursuant to Item 2.02:

On June 24, 2025, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended May 31, 2025 (the fiscal 2025 fourth quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.

The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.

On June 24, 2025, the Registrant issued a news release (the “Dividend Release”) reporting that the Board declared a quarterly cash dividend of $0.19 per share in respect of the Registrant’s common shares. The dividend was declared on June 24, 2025, and is payable on September 29, 2025 to shareholders of record at the close of business on September 15, 2025. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits: The following exhibits are included with this Form 8‑K:

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.