WOR / Worthington Enterprises, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 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 Date of Report (Date of earliest event reported): August 12, 2025 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

Company Name: Worthington Enterprises, Inc. (WOR)

EXHIBIT 99.1 Company Name: Worthington Enterprises, Inc. (WOR) Event: CG 45th Annual Growth Conference Date: August 12, 2025 <> Thank you, everyone for attending CG’s 45th Annual Growth Conference. Obviously, conferences like these are non-existent without investors like yourselves and obviously great management teams like we have here with Worthington. So I’m Brian McNamara, one of Canaccord’s an

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Name of Registrant as Specified in its Charter) Audit Committee

, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

ARS

WORTHINGTON ENTERPRISES 2025 ANNUAL REPORT 2025 ANNUAL REPORTFINANCIAL HIGHLIGHTS MAY 31 FISCAL YEARS ENDED (In thousands, except per share amounts) 2025 2024 2023 Net sales $ 1,153 ,762 $ 1,245 ,703 $ 1,418,4 96 Net earnings from continuing operations 2 96,053 35 ,243 125 ,751 Net earnings per share (EPS) from continuing operations - diluted $ 1.

FORM 8-K Item 7.01 Regulation FD Disclosure.

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 Date of Report (Date of earliest event reported): August 05, 2025 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

Worthington Enterprises Participating in Fireside Chat at Canaccord Genuity Growth Conference

Worthington Enterprises Participating in Fireside Chat at Canaccord Genuity Growth Conference COLUMBUS, OHIO (Aug.

Clarkwestern Dietrich Building Systems LLC Consolidated Financial Statements as of March 31, 2025 and 2024 and for the years ended March 31, 2025, 2024 and 2023

Clarkwestern Dietrich Building Systems, LLC Consolidated Financial Statements as of March 31, 2025 and 2024 and for the Fiscal Years Ended March 31, 2025, 2024 and 2023, and Independent Auditor’s Report CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1-2 CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2025 AND 2024 AND FOR THE FISCAL YEARS ENDED MARCH 31, 2025, 2024 AND 2023: Balance Sheets 3 Statements of Income and Comprehensive Income 4 Statements of Members’ Equity 5 Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7-20 Deloitte & Touche LLP 50 W 5th Street Suite 200 Cincinnati, OH 45202-3789 USA Tel: +1 513 784 7100 Fax: +1 513 784 7201 www.

Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request

Exhibit 4.14 July 30, 2025 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Worthington Enterprises, Inc. – Annual Report on Form 10-K for the fiscal year ended May 31, 2025 - SEC File No. 1-8399 Ladies and Gentlemen: Worthington Enterprises, Inc., an Ohio corporation, is today filing its Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the “Form 10-

Form of Letter Evidencing Cash Performance Bonus Awards Granted and to be Granted under the Worthington Enterprises, Inc. Annual Incentive Plan for Executives (sometimes also referred to as the Worthington Enterprises, Inc. Annual Short Term Incentive Plan)*

Exhibit 10.29 MM/DD/YYYY Fiscal 202 Annual Executive Short Term Incentive Plan (STIP) [Last Name], [First Name] - TARGETS Below is a summary of your compensation targets for FY 202. Annual Base $ STIP Target % Base % STIP Target $ $ Total Cash @ Target $ STIP is designed to provide incentive payouts based on the attainment of stated financial performance targets over the fiscal year. The STIP awar

WORTHINGTON ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended May 31, 2025, 2024 and 2023 (In thousands, except common share and per common share amounts)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8399 WORTH

Powers of Attorney of Directors and Certain Executive Officers of Worthington Enterprises, Inc.

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of Worthington Enterprises, Inc.

Worthington Enterprises, Inc. Executive Officer Clawback Policy

Exhibit 97.1 Effective October 2, 2023 Worthington Enterprises, Inc. Executive Officer Clawback Policy This Policy has been adopted by the Board as of the Effective Date. This Policy provides for the recovery of Erroneously Awarded Compensation from Executive Officers in the event of an Accounting Restatement. This Policy is intended to comply with, and shall be interpreted to be consistent with,

Subsidiaries of Worthington Enterprises, Inc.

Exhibit 21 SUBSIDIARIES OF WORTHINGTON ENTERPRISES, INC. The following is a list of the subsidiaries, direct and indirect, of Worthington Enterprises, Inc. as of July 1, 2025. The names of indirectly-owned subsidiaries are indented under the names of their respective immediate parents: Worthington Industries Leasing, LLC Ohio Worthington Services, LLC Ohio Worthington Industries Medical Center, In

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2026 for Named Executive Officers *

Exhibit 10.34 SUMMARY OF ANNUAL CASH INCENTIVE BONUS AWARDS, LONG-TERM PERFORMANCE AWARDS, STOCK OPTIONS AND RESTRICTED COMMON SHARES GRANTED IN FISCAL 2026 FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON ENTERPRISES, INC. Annual Cash Incentive Bonus Awards Granted In Fiscal 2026 The table below sets forth the annual cash incentive bonus awards granted to the following current executive officers of Wo

Worthington Enterprises, Inc. Insider Trading Policy

Exhibit 19 Effective October 2, 2023 Worthington Enterprises, Inc. Insider Trading Policy Purpose This Insider Trading Policy (this “Policy”) of Worthington Enterprises, Inc. (the “Company”) provides guidelines with respect to transactions in the securities of the Company (the “Company Securities”) and the handling of confidential information about the Company, the Company’s subsidiaries and the c

Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022

Exhibit 99.1 WORTHINGTON ARMSTRONG VENTURE Consolidated Financial Statements December 31, 2024 and 2023 (With Independent Auditors’ Report Thereon) WORTHINGTON ARMSTRONG VENTURE Table of Contents Page Independent Auditors’ Report 1-2 Consolidated Balance Sheets, December 31, 2024 and 2023 3 Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2024, 2023, and 2022 4

Form of Restricted Stock Award Agreement for awards granted after September 26, 2024 entered into by Worthington Enterprises, Inc. in order to evidence the grant of restricted common shares, in each case which will vest on the first, second or third anniversary of the grant date subject to the terms thereof and of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan *

Exhibit 10.20 WORTHINGTON ENTERPRISES, INC. 2024 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) is made effective as of (the “Grant Date”), by and between Worthington Enterprises, Inc. (“Worthington”) and (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as in the Worthington Enter

Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Enterprises, Inc.

Exhibit 10.30 ANNUAL BASE SALARIES APPROVED FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON ENTERPRISES, INC. In June 2025, the Compensation Committee of the Board of Directors of Worthington Enterprises, Inc. (the “Registrant”) approved base salary increases for the following executive officers of the Registrant who will be named executive officers of the Registrant for purposes of the disclosure to

06 – 25 – 2025

TRANSCRIPT 06 – 25 – 2025 Worthington Enterprises Q4 2025 Earnings TOTAL PAGES: 20 CORPORATE SPEAKERS: Marcus Rogier Worthington Enterprises; Treasurer and Investor Relations Officer Joseph Hayek Worthington Enterprises; President and Chief Executive Officer Colin Souza Worthington Enterprises Q4 2025 Earnings Worthington Enterprises; Chief Financial Officer PARTICIPANTS: Kathryn Thompson Thompson Research Group; Analyst Dan Moore CJS Securities; Analyst Susan Maklari Goldman Sachs; Analyst Brian McNamara Canaccord Genuity; Analyst Walter Liptak Seaport Research; Analyst PRESENTATION: Operator: Good morning and welcome to the Worthington Enterprises Fourth Quarter Fiscal 2025 Earnings Conference Call.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): June 25, 2025 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

Form of Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan Performance Share Award Agreement (Absolute Total Shareholder Return

WORTHINGTON ENTERPRISES, INC. 2024 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT (ABSOLUTE TOTAL SHAREHOLDER RETURN) This Performance Share Award Agreement (this “Agreement”) is made effective as of (the “Grant Date”), by and between Worthington Enterprises, Inc. (“Worthington”) and (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): June 24, 2025 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

Worthington Enterprises Reports Fourth Quarter Fiscal 2025 Results

Worthington Enterprises Reports Fourth Quarter Fiscal 2025 Results COLUMBUS, Ohio (June 24, 2025) – Worthington Enterprises Inc.

Worthington Enterprises Increases Quarterly Dividend by 12%

Worthington Enterprises Increases Quarterly Dividend by 12% COLUMBUS, OHIO (June 24, 2025) – The Worthington Enterprises Inc.

Worthington Enterprises Acquires Elgen Manufacturing; Expands Building Systems and Components Portfolio

Worthington Enterprises Acquires Elgen Manufacturing; Expands Building Systems and Components Portfolio COLUMBUS, OHIO (June 19, 2025) – Worthington Enterprises (NYSE: WOR), a designer and manufacturer of market-leading brands that improve everyday life by elevating spaces and experiences, today announced its acquisition of Elgen Manufacturing (Elgen) of Closter, New Jersey.

FORM 8-K

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 Date of Report (Date of earliest event reported): June 19, 2025 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

See accompanying notes See accompanying notes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 033-57981, 333-168421 and 333-271213

See accompanying notes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-126183 A. Full title of the plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD/A SPECIALIZED DISCLOSURE REPORT (Amendment No. 1) WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD/A SPECIALIZED DISCLOSURE REPORT (Amendment No. 1) WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Ohio 001-8399 31-1189815 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 200 West Old Wilson Bridge Road, Colum

Conflict Minerals Report

Exhibit 1.01 CONFLICT MINERALS REPORT Introduction This Conflict Minerals Report of Worthington Enterprises, Inc. (the “Company”) for the calendar year ended December 31, 2024 (“Reporting Period”) is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934. The Company is a designer and manufacturer of innovative products and services, including manufactured metal produc

Conflict Minerals Report

Exhibit 1.01 CONFLICT MINERALS REPORT Introduction This Conflict Minerals Report of Worthington Enterprises, Inc. (the “Company”) for the calendar year ended December 31, 2024 (“Reporting Period”) is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934. The Company is a designer and manufacturer of innovative products and services, including manufactured metal produc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WORTHINGTON ENTERPRISES, INC. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WORTHINGTON ENTERPRISES, INC. (Exact name of the registrant as specified in its charter) Ohio 001-8399 31-1189815 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 200 West Old Wilson Bridge Road, Columbus, Ohio 43085

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

03 - 26 - 2025

TRANSCRIPT 03 - 26 - 2025 Worthington Enterprises FY2025 Q3 Earnings Call TOTAL PAGES: 20 Worthington Enterprises FY2025 Q3 Earnings Call CORPORATE SPEAKERS: Marcus Rogier Worthington Enterprises; Treasurer and Investor Relations Officer Joseph Hayek Worthington Enterprises; President, Chief Executive Officer Colin Souza Worthington Enterprises; Chief Financial Officer PARTICIPANTS: Kathryn Thompson Thompson Research Group; Analyst Dan Moore CJS Securities; Analyst Charles Perron Goldman Sachs; Analyst Brian McNamara Canaccord Genuity; Analyst Walter Liptak Seaport; Analyst PRESENTATION: Operator^ Good morning.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 26, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Worthington Enterprises Declares Quarterly Dividend; Brant Standridge Joins Board of Directors

Worthington Enterprises Declares Quarterly Dividend; Brant Standridge Joins Board of Directors COLUMBUS, OHIO (March 25, 2025) – The Worthington Enterprises Inc.

Worthington Enterprises Reports Third Quarter Fiscal 2025 Results

Worthington Enterprises Reports Third Quarter Fiscal 2025 Results COLUMBUS, Ohio (March 25, 2025) – Worthington Enterprises Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): March 25, 2025 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): December 18, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commis

12 - 18 - 2024

TRANSCRIPT 12 - 18 - 2024 Worthington Enterprises FY2025 Second Quarter Earnings TOTAL PAGES: 15 Worthington Enterprises FY2025 Second Quarter Earnings CORPORATE SPEAKERS: Marcus Rogier Worthington Enterprises; Treasurer, Investor Relations Officer Joseph Hayek Worthington Enterprises; President, Chief Executive Officer Colin Souza Worthington Enterprises; Chief Financial Officer PARTICIPANTS: Kathryn Thompson Thompson Research Group; Analyst Dan Moore CJS Securities; Analyst Susan Maklari Goldman Sachs; Analyst Brian McNamara Canaccord Genuity; Analyst PRESENTATION: Operator^ Good morning.

Worthington Enterprises Declares Quarterly Dividend

Worthington Enterprises Declares Quarterly Dividend COLUMBUS, OHIO (December 17, 2024) – The Worthington Enterprises, Inc.

Worthington Enterprises Reports Second Quarter Fiscal 2025 Results

EX-99.1 2 wor-ex991.htm EX-99.1 Worthington Enterprises Reports Second Quarter Fiscal 2025 Results COLUMBUS, Ohio, December 17, 2024 – Worthington Enterprises, Inc. (NYSE: WOR), a market-leading designer and manufacturer of innovative products and solutions that serve customers in the building products and consumer products end markets, today reported results for its fiscal 2025 second quarter end

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): December 17, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 05, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Ohio 001-08399 31-1189815 (State or other jurisdiction of incorporation) (Comm

Worthington Enterprises Names Joseph Hayek Chief Executive Officer; Effective Nov. 1

Worthington Enterprises Names Joseph Hayek Chief Executive Officer; Effective Nov.

Letter Agreement

Letter Agreement This letter agreement (this “Agreement”) is made and entered between, B.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 05, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Ohio 001-08399 31-1189815 (State or other jurisdiction of incorporation) (Comm

Worthington Enterprises Names Joseph Hayek Chief Executive Officer; Effective Nov. 1

Worthington Enterprises Names Joseph Hayek Chief Executive Officer; Effective Nov.

Letter Agreement between Worthington Enterprises, Inc. and B. Andrew Rose

Letter Agreement This letter agreement (this “Agreement”) is made and entered between, B.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): October 08, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Ohio 001-08399 31-1189815 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan

Exhibit 10.1 Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan 1. Purpose. The purposes of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan (this “Plan”) are to enable selected key Employees to align the interests of the Employees with those of Worthington’s shareholders, to provide Employees with incentives to contribute to the Company’s future success, thus enhancing the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): September 24, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commi

09 - 25 - 2024

Exhibit 99.1 TRANSCRIPT 09 - 25 - 2024 Worthington Enterprises FY2025 Q1 Earnings Call TOTAL PAGES: 16 CORPORATE SPEAKERS: Worthington Enterprises FY2025 Q1 Earnings Call Marcus Rogier Worthington Enterprises; Treasurer and Investor Relations Officer Andy Rose Worthington Enterprises; President and Chief Executive Officer Joseph Hayek Worthington Enterprises; Chief Financial and Operations Officer

Filed herewith

Exhibit 4.3 Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan 1. Purpose. The purposes of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan (this “Plan”) are to enable selected key Employees to align the interests of the Employees with those of Worthington’s shareholders, to provide Employees with incentives to contribute to the Company’s future success, thus enhancing the

Filed herewith

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints B. Andrew Rose, Joseph B. Hayek and Patrick D. Kennedy, and each of them, any of whom may act without the joinder of the others, as the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, to do any and all acts and things

================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-169769 THE SECURITIES

As filed with the Securities and Exchange Commission on September 26, 2024 Registration No.

Filed herewith

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) WORTHINGTON ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Pr

================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORTHINGTON ENTERPRISES, INC.

S-8 1 wor-20240926.htm S-8 As filed with the Securities and Exchange Commission on September 26, 2024 Registration No. 333 - ================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORTHINGTON ENTERPRISES, INC. (Exact name of registrant

================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-42849 POST-EFFECTIVE

As filed with the Securities and Exchange Commission on September 26, 2024 Registration No.

Filed herewith

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints B. Andrew Rose, Joseph B. Hayek and Patrick D. Kennedy, and each of them, any of whom may act without the joinder of the others, as the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, to do any and all acts and things

Filed herewith

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints B. Andrew Rose, Joseph B. Hayek and Patrick D. Kennedy, and each of them, any of whom may act without the joinder of the others, as the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, to do any and all acts and things

Worthington Enterprises Declares Quarterly Dividend

Worthington Enterprises Declares Quarterly Dividend COLUMBUS, OHIO (September 24, 2024) – The Worthington Enterprises, Inc.

Worthington Enterprises Reports First Quarter Fiscal 2025 Results

Worthington Enterprises Reports First Quarter Fiscal 2025 Results COLUMBUS, Ohio, September 24, 2024 – Worthington Enterprises, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): September 24, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each non-employee director of Worthington Enterprises, Inc.

Exhibit 10.35 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of this day of , by and between Worthington Enterprises, Inc., an Ohio corporation (the “Company”), and , an individual (“Indemnitee”). Recitals A. The code of regulations (as amended, the “Regulations”) of the Company provide for the indemnification of the directors and officers of the Company as

Worthington Enterprises, Inc. Executive Officer Clawback Policy

Exhibit 97.1 Effective October 2, 2023 Worthington Enterprises, Inc. Executive Officer Clawback Policy This Policy has been adopted by the Board as of the Effective Date. This Policy provides for the recovery of Erroneously Awarded Compensation from Executive Officers in the event of an Accounting Restatement. This Policy is intended to comply with, and shall be interpreted to be consistent with,

Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

Exhibit 99.1 WORTHINGTON ARMSTRONG VENTURE Consolidated Financial Statements December 31, 2023 and 2022 (With Independent Auditors' Report Thereon) WORTHINGTON ARMSTRONG VENTURE Table of Contents Page Independent Auditors' Report 1-2 Consolidated Balance Sheets, December 31, 2023 and 2022 3 Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2023, 2022, and 2021 4

Subsidiaries of Worthington Enterprises, Inc.

EX-21 8 wor-ex21.htm EX-21 Exhibit 21 SUBSIDIARIES OF WORTHINGTON ENTERPRISES, INC. The following is a list of the subsidiaries, direct and indirect, of Worthington Enterprises, Inc. as of July 30, 2024. The names of indirectly-owned subsidiaries are indented under the names of their respective immediate parents: Worthington Industries Leasing, LLC Ohio Worthington Services, LLC Ohio Worthington I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8399 WORTHINGTON ENTERPRISES

Clarkwestern Dietrich Building Systems LLC Consolidated Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

Exhibit 99.2 Clarkwestern Dietrich Building Systems, LLC Consolidated Financial Statements as of March 31, 2024 and 2023 and for the Fiscal Years Ended March 31, 2024, 2023 and 2022, and Independent Auditor’s Report CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1-2 CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2024 AND 2023 AND FOR THE FISCAL Y

Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request

Exhibit 4.14 July 30, 2024 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Worthington Enterprises, Inc. – Annual Report on Form 10-K for the fiscal year ended May 31, 2024 - SEC File No. 1-8399 Ladies and Gentlemen: Worthington Enterprises, Inc., an Ohio corporation, is today filing its Annual Report on Form 10-K for the fiscal year ended May 31, 2024 (the “Form 10-

Powers of Attorney of Directors and Certain Executive Officers of Worthington Enterprises, Inc.

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of Worthington Enterprises, Inc.

Worthington Enterprises, Inc. Insider Trading Policy

Exhibit 19 Effective October 2, 2023 Worthington Enterprises, Inc. Insider Trading Policy Purpose This Insider Trading Policy (this “Policy”) of Worthington Enterprises, Inc. (the “Company”) provides guidelines with respect to transactions in the securities of the Company (the “Company Securities”) and the handling of confidential information about the Company, the Company’s subsidiaries and the c

Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2025 for Named Executive Officers, incorporated herein by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the SEC on July 30, 2024.

Exhibit 10.33 SUMMARY OF ANNUAL CASH INCENTIVE BONUS AWARDS, LONG-TERM PERFORMANCE AWARDS, STOCK OPTIONS AND RESTRICTED COMMON SHARES GRANTED IN FISCAL 2025 FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON ENTERPRISES, INC. Annual Cash Incentive Bonus Awards Granted In Fiscal 2025 The table below sets forth the annual cash incentive bonus awards granted to the following current executive officers of Wo

Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Enterprises, Inc.*

Exhibit 10.29 ANNUAL BASE SALARIES APPROVED FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON ENTERPRISES, INC. In June 2024, the Compensation Committee of the Board of Directors of Worthington Enterprises, Inc. (the “Registrant”) approved base salary increases for the following executive officers of the Registrant who will be named executive officers of the Registrant for purposes of the disclosure to

Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each executive officer of Worthington Enterprises, Inc.

Exhibit 10.34 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of this day of , by and between Worthington Enterprises, Inc., an Ohio corporation (the “Company”), and , an individual (“Indemnitee”). Recitals A. The code of regulations (as amended, the “Regulations”) of the Company provide for the indemnification of the directors and officers of the Company as

July 3, 2024

July 3, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

06 - 26 - 2024

TRANSCRIPT 06 - 26 - 2024 Worthington Enterprises Fourth Quarter 2024 Earnings TOTAL PAGES: 17 CORPORATE SPEAKERS: Worthington Enterprises Fourth Quarter 2024 Earnings Marcus Rogier Worthington Enterprises; Treasurer, Investor Relations Officer Andy Rose Worthington Enterprises; President, Chief Executive Officer Joseph Hayek Worthington Enterprises; Chief Financial and Operations Officer PARTICIPANTS: Brian Biros Thompson Research Group; Analyst Charles Perron Goldman Sachs; Analyst Daniel Moore CJS Securities; Analyst John Tumazos John Tumazos Very Independent Research; Analyst Brian McNamara Canaccord Genuity; Analyst PRESENTATION: Operator^ Good morning.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

03 - 21 - 2024

1777337+WOR 03 - 21 - 2024 Worthington Enterprises Q3 2024 Earnings TOTAL PAGES: 14 Worthington Enterprises Q3 2024 Earnings CORPORATE SPEAKERS: Marcus Rogier Worthington Enterprises; Treasurer and Investor Relations Officer Andy Rose Worthington Enterprises; President and Chief Executive Officer Joseph Hayek Worthington Enterprises; Chief Financial and Operations Officer PARTICIPANTS: Dan Moore CJS Securities; Analyst Susan Maklari Goldman Sachs; Analyst Brian Biros Thompson Research Group; Analyst Brian McNamara Canaccord Genuity; Analyst PRESENTATION: Operator^ Hello.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): June 26, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

Worthington Enterprises Reports Fourth Quarter Fiscal 2024 Results

Worthington Enterprises Reports Fourth Quarter Fiscal 2024 Results COLUMBUS, Ohio, June 25, 2024 – Worthington Enterprises, Inc.

Worthington Enterprises Increases Quarterly Dividend by 6.25%

Worthington Enterprises Increases Quarterly Dividend by 6.25% COLUMBUS, OHIO (June 25, 2024) – The Worthington Enterprises, Inc. (NYSE: WOR) Board of Directors today declared a quarterly dividend of $0.17 per share, which represents an increase of $0.01 per share or 6.25 percent from the prior quarter. The dividend is payable on September 27, 2024, to shareholders of record on September 13, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): June 25, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 033-57981, 333-168421 and 333-271213

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-126183 A. Full title of the plan

May 30, 2024

May 30, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WORTHINGTON ENTERPRISES, INC. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WORTHINGTON ENTERPRISES, INC. (Exact name of the registrant as specified in its charter) Ohio 001-8399 31-1189815 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 200 West Old Wilson Bridge Road, Columbus, Ohio 43085

Conflict Minerals Report

Exhibit 1.01 CONFLICT MINERALS REPORT Introduction This Conflict Minerals Report of Worthington Enterprises, Inc. (the “Company”) for the calendar year ended December 31, 2023 (“Reporting Period”) is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934. For the first 11 months of 2023, the Company was primarily an industrial manufacturing company, focused on value-ad

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported) May 29, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission F

Worthington Enterprises Announces Planned Acquisition of Hexagon Ragasco and Sustainable Energy Solutions Joint Venture with Hexagon Composites

Worthington Enterprises Announces Planned Acquisition of Hexagon Ragasco and Sustainable Energy Solutions Joint Venture with Hexagon Composites COLUMBUS, OHIO (May 29, 2024) – Worthington Enterprises (NYSE: WOR), a designer and manufacturer of market-leading brands that enable people to live safer, healthier and more expressive lives, today announced the signing of two definitive agreements with Hexagon Composites ASA (OSE: HEX.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): May 17, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2024

EXECUTION VERSION WORTHINGTON ENTERPRISES, INC. NOTE PURCHASE AND EXCHANGE AGREEMENT 2.06% SERIES A SENIOR NOTES DUE AUGUST 23, 2031 2.40% SERIES B SENIOR NOTES DUE AUGUST 23, 2034 Dated as of May 17, 2024 Table of Contents (Not Part of Agreement) Page 1. AUTHORIZATION OF ISSUE OF NOTES 2 1A. Authorization of Issue of Series A Notes 2 1B. Authorization of Issue of Series B Notes 2 1C. Authorizatio

April 18, 2024

April 18, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 Date of Report (Date of earliest event reported): April 09, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

WORTHINGTON ENTERPRISES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT (ABSOLUTE TOTAL SHAREHOLDER RETURN)

WORTHINGTON ENTERPRISES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT (ABSOLUTE TOTAL SHAREHOLDER RETURN) This Performance Share Award Agreement (this “Agreement”) is made effective as of (the “Grant Date”) by and between Worthington Enterprises, Inc. (“Worthington” or “Company”) and (the “Participant”). Section 1. Award of Performance Shares. Worthingt

WORTHINGTON ENTERPRISES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT (SHARE PRICE APPRECIATION)

WORTHINGTON ENTERPRISES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT (SHARE PRICE APPRECIATION) This Performance Share Award Agreement (this “Agreement”) is made effective as of (the “Grant Date”) by and between Worthington Enterprises, Inc. (“Worthington” or “Company”) and (the “Participant”). Section 1. Award of Performance Shares. Worthington hereby

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08399 WORTHIN

WOR / Worthington Enterprises, Inc. / MCCONNELL JOHN P/OH - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* WORTHINGTON ENTERPRISES, INC. (Name of Issuer) Common Shares, No Par Value (Title of Class of Securities) 981811 10 2 (CUSIP Number) Patrick J. Kennedy Worthington Enterprises, Inc. 200 West Old Wilson Bridge Road Columbus, OH 43085 (614) 840-3355 (Name

03 - 21 - 2024

1777337+WOR 03 - 21 - 2024 Worthington Enterprises Q3 2024 Earnings TOTAL PAGES: 14 Worthington Enterprises Q3 2024 Earnings CORPORATE SPEAKERS: Marcus Rogier Worthington Enterprises; Treasurer and Investor Relations Officer Andy Rose Worthington Enterprises; President and Chief Executive Officer Joseph Hayek Worthington Enterprises; Chief Financial and Operations Officer PARTICIPANTS: Dan Moore CJS Securities; Analyst Susan Maklari Goldman Sachs; Analyst Brian Biros Thompson Research Group; Analyst Brian McNamara Canaccord Genuity; Analyst PRESENTATION: Operator^ Hello.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 21, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): March 20, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission F

Worthington Enterprises Declares Quarterly Dividend

EXHIBIT 99.2 Worthington Enterprises Declares Quarterly Dividend COLUMBUS, Ohio, March 20, 2024 (GLOBE NEWSWIRE) - The Worthington Enterprises, Inc. (NYSE: WOR) Board of Directors today declared a quarterly dividend of $0.16 per share. The dividend is payable on June 28, 2024, to shareholders of record on June 14, 2024. The Company has paid a quarterly dividend since its initial public offering in

Worthington Enterprises Reports Third Quarter Fiscal 2024 Results

EXHIBIT 99.1 Worthington Enterprises Reports Third Quarter Fiscal 2024 Results COLUMBUS, Ohio, March 20, 2024 (GLOBE NEWSWIRE) - Worthington Enterprises, Inc. (NYSE: WOR) reported net sales of $316.8 million and net earnings from continuing operations of $22.0 million, or $0.44 per diluted share, for its fiscal 2024 third quarter ended February 29, 2024. This compares to net sales of $346.3 millio

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): February 08, 2024 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commis

WOR / Worthington Enterprises, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02303-worthingtonenterpris.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Worthington Enterprises Inc Title of Class of Securities: Common Stock CUSIP Number: 981811102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate bo

Worthington Enterprises Participating in Thompson Research Group Fireside Chat

Worthington Enterprises Participating in Thompson Research Group Fireside Chat COLUMBUS, OHIO (February 8, 2024) – Worthington Enterprises (NYSE: WOR), a designer and manufacturer of market-leading brands that help enable people to live safer, healthier and more expressive lives, today announced that President and Chief Executive Officer Andy Rose and Chief Financial and Operating Officer Joe Hayek are participating in next week’s Thompson Research Group (TRG) monthly Fireside Chats series.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08399 WORTHIN

Amended Articles of Incorporation of Worthington Enterprises, Inc. [This document represents the articles of incorporation of Worthington Enterprises, Inc. in compiled form incorporating all amendments.]

Exhibit 3.1 AMENDED ARTICLES OF INCORPORATION OF WORTHINGTON ENTERPRISES, INC.1 FIRST: The name of the Corporation shall be Worthington Enterprises, Inc. SECOND: The place in Ohio where the principal office of the Corporation is to be located is in the City of Columbus, County of Franklin. THIRD: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which c

12 - 20 - 2023

TRANSCRIPT 12 - 20 - 2023 Worthington Enterprises, Inc. Second Quarter 2024 Earnings TOTAL PAGES: 13 Worthington Enterprises, Inc. Second Quarter 2024 Earnings CORPORATE SPEAKERS: Marcus Rogier Worthington Enterprises; Investor Relations Andy Rose Worthington Enterprises; President, Chief Executive Officer Joe Hayek Worthington Enterprises; Chief Financial and Operations Officer PARTICIPANTS: Phil

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): December 20, 2023 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commis

Worthington Enterprises Declares Quarterly Dividend

EXHIBIT 99.2 Worthington Enterprises Declares Quarterly Dividend COLUMBUS, Ohio, Dec. 19, 2023 (GLOBE NEWSWIRE) - The Worthington Enterprises, Inc. (NYSE: WOR) Board of Directors today declared a quarterly dividend of $0.16 per share. The dividend is payable on March 29, 2024, to shareholders of record on March 15, 2024. Worthington has paid a quarterly dividend since it became a public company in

Worthington Enterprises Reports Second Quarter Fiscal 2024 Results

EXHIBIT 99.1 Worthington Enterprises Reports Second Quarter Fiscal 2024 Results COLUMBUS, Ohio, Dec. 19, 2023 (GLOBE NEWSWIRE) - Worthington Enterprises, Inc. (NYSE: WOR), formerly Worthington Industries, Inc., today reported results for its fiscal 2024 second quarter ended November 30, 2023. These quarterly results include both Worthington Enterprises and Worthington Steel. Beginning in the third

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): December 19, 2023 WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Termination of a Material Definitive Agreement, 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 Date of Report (Date of earliest event reported): December 06, 2023 WORTHINGTON ENTERPRISES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commis

Employee Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INTERPRETATION 1 1.1 General 1 1.2 References; Interpretation 8 ARTICLE II. GENERAL PRINCIPLES 9 2.1 Nature of Liabilities 9 2.2 Transfers of Employees and Independent Contractors Generally 9 2.3 Assumption a

Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 1.1 Definitions 2 1.2 Interpretation 14 ARTICLE II. SEPARATION 14 2.1 Transfers of Assets and Assumptions of Liabilities; Worthington Steel Assets; Worthington Assets 14 2.2 Nonassignable Contracts an

Transition Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 2 ARTICLE II. SERVICES 2 2.1 Services 2 2.2 Standard of the Provision of Services 3 2.3 Omitted Services 3 2.4 Service Modifications 3 2.5 Maintenance 4 2.6 Subcontractor

Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 5, 2023

***CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Amended Articles of Incorporation of Worthington Enterprises, Inc.

Exhibit 3.1 inn mi mi mi im mi in hi in in a in in mi DATE DOCUMENT ID DESCRIPTION FILING EXPED CERT COPY 12/01/2023 202333501382 AMENDMENT TO ARTICLES (AMD) 50.00 300,00 0.00 0.00 Receipt This is not a bill. Please do not remit payment. VORYS. SATER. SEYMOUR AND PEASE LLP ATTN: MICHELLE GOODWIN. CORPORATE PARALEGAL 52 EAST GAY STREET COLUMBUS. OH 43215 STATE OF OHIO CERTIFICATE Ohio Secretary of

Worthington Enterprises Completes Separation of Worthington Steel

Exhibit 99.1 Worthington Enterprises Completes Separation of Worthington Steel 12/01/2023 COLUMBUS, Ohio, Dec. 01, 2023 (GLOBE NEWSWIRE) — Worthington Enterprises, Inc. (NYSE: WOR) formerly Worthington Industries, Inc., a leading industrial manufacturing company, today completed the previously announced separation of its Steel Processing business, Worthington Steel, Inc., into a standalone, public

Tax Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

Exhibit 10.2 TAX MATTERS AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 1.1 Definition of Terms 2 ARTICLE II. ALLOCATION OF TAX LIABILITIES AND TAX-RELATED LOSSES 9 2.1 General Rule 9 2.2 General Allocation Principles 10 2.3 Allocation Conventions 11 ARTICLE III. PREPARATION AND FILING

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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 Date of Report (Date of earliest event reported): November 30, 2023 WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Ohio 001-08399 31-1189815 (State or other jurisdiction of incorporation) (Commis

WORTHINGTON ENTERPRISES, INC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 WORTHINGTON ENTERPRISES, INC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Overview On December 1, 2023, Worthington Enterprises, Inc. (“we,” “our,” “us,” the “Company” or “Worthington Enterprises”), formerly known as Worthington Industries, Inc., completed the separation of its Steel Processing business into a separate, independent publicly traded company, Worthingt

WBS License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

Exhibit 10.5 WBS LICENSE AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 2 ARTICLE II. LICENSE 2 2.1 License Grant 2 2.2 Restrictions 2 2.3 Sublicensing 2 2.4 Delivery of Materials 3 2.5 Reservation of Rights 3 ARTICLE III. CONFIDENTIALITY 3 3.1 Confi

Trademark License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc.

Exhibit 10.4 TRADEMARK LICENSE AGREEMENT BY AND BETWEEN WORTHINGTON INDUSTRIES, INC. AND WORTHINGTON STEEL, INC. DATED AS OF NOVEMBER 30, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation 2 ARTICLE II. LICENSE 2 2.1 Grant of License 2 2.2 Sublicensing 2 2.3 Limitations / New Marks 2 2.4 Registration of the Licensed Marks 3 2.5 Expansion of Licensed Goods and

Company Name: Worthington Industries, Inc. (WOR)

Company Name: Worthington Industries, Inc. (WOR) Event: Baird’s Global Industrial Conference Date: November 8, 2023 <> From the company, we have CEO, Andy Rose and CFO, Joe Hayek. Now I’ll turn it over to Andy to go through some slides, and then after that, we’ll open it up to Q&A. <> Great. Thanks. Welcome, everybody. So we are going through a process of spinning off our steel business. And the c

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

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 Date of Report (Date of earliest event reported): November 08, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commiss

Worthington Industries Board of Directors Approves Separation of Worthington Steel

Worthington Industries Board of Directors Approves Separation of Worthington Steel • Record date for distribution of Worthington Steel common shares will be November 21, 2023 • “When-issued” trading of Worthington Steel and Worthington Industries ex-distribution common shares expected to begin on November 28, 2023 • Distribution date expected to be December 1, 2023 COLUMBUS, Ohio (November 9, 2023) — Worthington Industries, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): November 09, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commiss

Form of 2.06% Amended and Restated Series A Note Due August 23, 2031 issued on November 1, 2023, by Worthington Industries International S.á.r.l.

EXHIBIT A-1 [FORM OF AMENDED AND RESTATED SERIES A NOTE] Worthington Industries International S.

Form of 2.40% Amended and Restated Series B Notes Due August 23, 2034 issued on November 1, 2023, by Worthington Cylinders GmbH (Incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K of Worthington Enterprises filed with the SEC on November 7, 2023)

EXHIBIT A-2 [FORM OF AMENDED AND RESTATED SERIES B NOTE] THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY.

Amendment No. 2 to Note Purchase and Private Shelf Agreement, dated as of November 1, 2023, by and among Worthington Enterprises, Inc., Worthington Industries International S.á.r.l., Worthington Cylinders GmbH, PGIM, Inc., the Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company and the other affiliates of Prudential who become party thereto from time to time (Incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of Worthington Enterprises filed with the SEC on November 7, 2023)

EXECUTION VERSION November 1, 2023 Worthington Industries, Inc. 200 Old Wilson Bridge Road Columbus, Ohio 43085 Re: Amendment No. 2 to Note Purchase and Private Shelf Agreement Ladies and Gentlemen: This letter agreement (this “Letter”) makes reference to that certain Note Purchase and Private Shelf Agreement, dated as of August 23, 2019 (as amended by Amendment No. 1 to Note Agreement dated May 4

Entry into a Material Definitive Agreement, 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 Date of Report (Date of earliest event reported): November 07, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commiss

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

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 Date of Report (Date of earliest event reported): November 6, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

November 8, 2023 2023 Global industrial conference Andy Rose – President & CEO Joe Hayek - CFO

November 8, 2023 2023 Global industrial conference Andy Rose – President & CEO Joe Hayek - CFO Notes to Investors FORWARD LOOKING STATEMENTS.

Investor Day October 11, 2023

Investor Day October 11, 2023 Marcus Rogier: All right. Good morning everyone, and welcome to Worthington Enterprises 2023 Investor and Analyst Day. My name is Marcus Rogier, and I'm the treasurer and investor relations officer. We appreciate everyone joining us here today for our event as well as those listening in online. Before we get started, we have a few housekeeping items we'd like to go th

Investor Day October 11, 2023

Investor Day October 11, 2023 Melissa Dykstra: All right. Good afternoon everyone, and welcome to the Worthington Steel Investor Day presentation. I'm Melissa Dykstra, Vice President of Communications, and Investor Relations here, and I want to thank you all for coming. Before we get started, I'd like to remind everyone that certain statements made today are forward-looking within the meaning of t

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): October 11, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

Notes to Investors FORWARD LOOKING STATEMENTS. Worthington Industries, Inc. (the “Company” or “Worthington”) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statemen

ibdroot\projects\IBD-NY\trillium2020\6643751\16. Investor Day Presentations\03. WOR Enterprises\2023.09.29 - Exhibit 99.2 Investor Day - WOR Enterprises Shellv78.pptx INVESTOR DAY OCTOBER 11, 2023 A m ar k et - l ead i ng designer and manufacture r o f i nno v at i v e B u i l d i ng P rod uc t s, C on sum e r P rod uc t s, a n d S u s t ai nab l e E ner g y S o l u t i o ns Notes to Investors FOR

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): October 11, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

Notes to Investors FORWARD LOOKING STATEMENTS. Worthington Industries, Inc. (“Worthington”) and Worthington Steel, Inc. (“Worthington Steel” or the “Company) wish to take advantage of the Safe Harbor provisions included in the Private Securities Liti

Exhibit 99.1 Worthington Steel Investor Day 2023 | October 11, 2023 A premier, value-added steel processor with blue-chip customers and expanded opportunities in electrical steel and automotive lightweighting Notes to Investors FORWARD LOOKING STATEMENTS. Worthington Industries, Inc. (“Worthington”) and Worthington Steel, Inc. (“Worthington Steel” or the “Company) wish to take advantage of the Saf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08399 WORTHINGT

Worthington Industries Announces Public Filing of Form 10 Registration Statement Advances planned separation of Steel Processing business that is now expected to occur as early as December 2023

Worthington Industries Announces Public Filing of Form 10 Registration Statement Advances planned separation of Steel Processing business that is now expected to occur as early as December 2023 COLUMBUS, Ohio – October 4, 2023 — Worthington Industries, Inc.

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

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 Date of Report (Date of earliest event reported): October 04, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

09 - 28 - 2023

1777337.WOR 09 - 28 - 2023 Worthington Industries Q1 2024 Earnings TOTAL PAGES: X Worthington Industries Q1 2024 Earnings CORPORATE SPEAKERS: Marcus Rogier Worthington Industries, Inc.; Investor Relations Officer & Treasurer Joseph Hayek Worthington Industries, Inc.; Vice President & Chief Financial Officer Andrew Rose Worthington Industries, Inc.; President & Chief Executive Officer Tim Adams Wor

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): September 27, 2023 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Fourth Amended and Restated Credit Agreement, dated as of September 27, 2023, among Worthington Enterprises, Inc., as a Borrower; PNC Bank, National Association, as a Lender, the Swingline Lender, an Issuing Bank and Administrative Agent; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Lenders and Syndication Agents; U.S. Bank National Association, The Huntington National Bank, Fifth Third Bank, National Association, The Northern Trust Company, First National Bank of Pennsylvania and Goldman Sachs Bank USA, as Lenders; and Wells Fargo Bank, National Association and BMO Harris Bank, N.A., as the Departing Lenders; with Citibank, N.A. and The Huntington National Bank serving as Co-Documentation Agents; and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and BofA Securities, Inc. serving as Joint Bookrunners and Joint Lead Arrangers (Incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of Worthington Enterprises, Inc. filed with the SEC on September 28, 2023)

EXECUTION VERSION Deal CUSIP 98181DAC0 Revolving Loan CUSIP 98181DAD8 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 27, 2023, among WORTHINGTON INDUSTRIES, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): September 27, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commis

Worthington Industries Completes Board of Directors Transition and Declares Quarterly Dividend

EXHIBIT 99.2 Worthington Industries Completes Board of Directors Transition and Declares Quarterly Dividend COLUMBUS, Ohio, Sept. 27, 2023 (GLOBE NEWSWIRE) - The board of directors of Worthington Industries, Inc. (NYSE:WOR) today announced that John Blystone, the Company’s long-time Lead Independent Director has been named Executive Chairman. Blystone’s appointment completes a planned succession w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): September 26, 2023 WORTHINGTON INDUSTRIES INC (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

Worthington Industries Reports First Quarter Fiscal 2024 Results

EXHIBIT 99.1 Worthington Industries Reports First Quarter Fiscal 2024 Results COLUMBUS, Ohio, Sept. 27, 2023 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $1.2 billion and net earnings attributable to controlling interest of $96.1 million, or $1.93 per diluted share, for its fiscal 2024 first quarter ended August 31, 2023. In the first quarter of fiscal 20

Worthington Industries Reveals New Company Identities Ahead of Anticipated December Separation; Announces 2023 Investor and Analyst Day

EXHIBIT 99.1 Worthington Industries Reveals New Company Identities Ahead of Anticipated December Separation; Announces 2023 Investor and Analyst Day COLUMBUS, Ohio, Sept. 26, 2023 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR), a leading industrial manufacturing company, today announced the names and branding for the two companies resulting from the planned separation. Worthington Ent

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): September 26, 2023 WORTHINGTON INDUSTRIES INC (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Worthington STEEL A best-in-class, value-added steel processor with blue chip customers and expanded opportunities in electrical steel and automotive lightweighting Worthington STEEL

Worthington STEEL A best-in-class, value-added steel processor with blue chip customers and expanded opportunities in electrical steel and automotive lightweighting Worthington STEEL Worthington STEEL NOTES TO INVESTORS FORWARD LOOKING STATEMENTS.

NEW Worthington A market-leading designer and manufacturer of innovative products in attractive end markets including Building Products, Consumer Products, and Sustainable Energy Solutions NEW Worthington

NEW Worthington A market-leading designer and manufacturer of innovative products in attractive end markets including Building Products, Consumer Products, and Sustainable Energy Solutions NEW Worthington NEW Worthington NOTES TO INVESTORS FORWARD LOOKING STATEMENTS.

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): August 04, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Incorporated herein by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023

Exhibit 10.40 SUMMARY OF ANNUAL CASH INCENTIVE BONUS AWARDS, LONG-TERM PERFORMANCE AWARDS, STOCK OPTIONS AND RESTRICTED COMMON SHARES GRANTED IN FISCAL 2024 FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON INDUSTRIES, INC. Annual Cash Incentive Bonus Awards Granted In Fiscal 2024 The following table sets forth the annual cash incentive bonus awards granted to the following current executive officers of

Subsidiaries of Worthington Industries, Inc.

Exhibit 21 SUBSIDIARIES OF WORTHINGTON INDUSTRIES, INC. The following is a list of the subsidiaries, direct and indirect, of Worthington Industries, Inc. as of July 31, 2023. The names of indirectly-owned subsidiaries are indented under the names of their respective immediate parents: Worthington Industries Leasing, LLC Ohio Worthington Services, LLC Ohio Worthington Industries Medical Center, Inc

Form of Restricted Stock Award Agreement for awards granted after October 10, 2019 entered into by Worthington Enterprises, Inc. in order to evidence the grant of restricted common shares, in each case which will vest on the third anniversary of the grant date, subject to the terms thereof and of the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan

Exhibit 10.19 WORTHINGTON INDUSTRIES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR AWARDS GRANTED AFTER OCTOBER 10, 2019 Effective as of the date specified in the attached Notice of Grant of Restricted Stock (the “Grant Date”), Worthington Industries, Inc. hereby grants to the individual identified in the Notice of Grant of Restricted Stock (the “Par

[remainder of page intentionally left blank; signature page follows]

Exhibit 4.14 EXECUTION VERSION May 4, 2022 Worthington Industries, Inc. 200 Old Wilson Bridge Road Columbus, Ohio 43085 Re: Amendment No. 1 to Note Purchase and Private Shelf Agreement Ladies and Gentlemen: This letter agreement (this “Letter”) makes reference to that certain Note Purchase and Private Shelf Agreement, dated as of August 23, 2019 (the “Note Agreement”), among Worthington Industries

Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Industries, Inc.*

Exhibit 10.29 ANNUAL BASE SALARIES APPROVED FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON INDUSTRIES, INC. In June 2023, the Compensation Committee of the Board of Directors of Worthington Industries, Inc. (the “Registrant”) approved base salary increases for the following executive officers of the Registrant who will be named executive officers of the Registrant for purposes of the disclosure to be

Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request

Exhibit 4.16 July 31, 2023 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Worthington Industries, Inc. – Annual Report on Form 10-K for the fiscal year ended May 31, 2023 - SEC File No. 1-8399 Ladies and Gentlemen: Worthington Industries, Inc., an Ohio corporation, is today filing its Annual Report on Form 10-K for the fiscal year ended May 31, 2023 (the “Form 10-K”

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Exhibit 4.12 EXECUTION VERSION May 4, 2022 Worthington Industries, Inc. 200 Old Wilson Bridge Road Columbus, Ohio 43085 Re: Amendment No. 3 to Note Agreement Ladies and Gentlemen: This letter agreement (this “Letter”) makes reference to that certain Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015 and Amendment No. 2 to Note Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8399 WORTHINGTON INDUSTRIES,

Powers of Attorney of Directors and Certain Executive Officers of Worthington Industries, Inc.

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of Worthington Industries, Inc.

Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020

Exhibit 99.1 WORTHINGTON ARMSTRONG VENTURE Consolidated Financial Statements December 31, 2022 and 2021 (With Independent Auditors’ Report Thereon) WORTHINGTON ARMSTRONG VENTURE Table of Contents Page Independent Auditors’ Report 1-2 Consolidated Balance Sheets, December 31, 2022 and 2021 3 Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2022, 2021, and 2020 4

Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of May 10, 2023, among Worthington Industries, Inc. and PNC Bank, National Association, as Administrative Agent, under the Third Amended and Restated Credit Agreement dated as of August 20, 2021, by and among Worthington Industries, Inc., the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders and the Administrative Agent

EXHIBIT 4.19 EXECUTION VERSION AMENDMENT NO. 1 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 10, 2023 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of May 10, 2023 by and among Worthington Industries, Inc. (the “Company”) and PNC Bank, National Association, as Administrative Agent (the “Administrative Agent’), under that certain Third Amended and Restated Credit Agreement dat

06 - 29 - 2023

TRANSCRIPT 06 - 29 - 2023 Worthington Industries Fourth Quarter 2023 Earnings TOTAL PAGES: 14 Worthington Industries Fourth Quarter 2023 Earnings CORPORATE SPEAKERS: Marcus Rogier Worthington Industries; Treasurer, Investor Relations Officer Joe Hayek Worthington Industries; Chief Financial Officer Tim Adams Worthington Industries; Vice President of Strategy, Corporate Development of Steel Process

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

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 Date of Report (Date of earliest event reported): June 29, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 WORTHINGTON INDUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission F

Worthington Reports Fourth Quarter Fiscal 2023 Results

Exhibit 99.1 Worthington Reports Fourth Quarter Fiscal 2023 Results COLUMBUS, Ohio, June 28, 2023 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $1.2 billion and net earnings of $129.9 million, or $2.61 per diluted share, for its fiscal 2023 fourth quarter ended May 31, 2023. In the fourth quarter of fiscal 2022, the Company reported net sales of $1.5 billi

Worthington Industries Declares Quarterly Dividend

Exhibit 99.2 Worthington Industries Declares Quarterly Dividend COLUMBUS, Ohio, June 28, 2023 (GLOBE NEWSWIRE) - The board of directors of Worthington Industries, Inc. (NYSE:WOR) has declared a quarterly dividend of $0.32 per share, an increase of $0.01 per share or 3% from the prior quarter. The dividend is payable on September 29, 2023, to shareholders of record on September 15, 2023. Worthingto

Worthington Industries Declares Quarterly Dividend

Exhibit 99.2 Worthington Industries Declares Quarterly Dividend COLUMBUS, Ohio, June 28, 2023 (GLOBE NEWSWIRE) - The board of directors of Worthington Industries, Inc. (NYSE:WOR) has declared a quarterly dividend of $0.32 per share, an increase of $0.01 per share or 3% from the prior quarter. The dividend is payable on September 29, 2023, to shareholders of record on September 15, 2023. Worthingto

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 Date of Report (Date of earliest event reported): June 27, 2023 WORTHINGTON INDUSTR

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 Date of Report (Date of earliest event reported): June 27, 2023 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission Fil

Worthington Reports Fourth Quarter Fiscal 2023 Results

Exhibit 99.1 Worthington Reports Fourth Quarter Fiscal 2023 Results COLUMBUS, Ohio, June 28, 2023 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $1.2 billion and net earnings of $129.9 million, or $2.61 per diluted share, for its fiscal 2023 fourth quarter ended May 31, 2023. In the fourth quarter of fiscal 2022, the Company reported net sales of $1.5 billi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-126183 A. Full title of the plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

11-K 1 dpsp-12312022-11k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 033

CONFLICT MINERALS REPORT

EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT Introduction This Conflict Minerals Report of Worthington Industries, Inc. (the “Company”) for the calendar year ended December 31, 2022 (“Reporting Period”) is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934. The Company is primarily an industrial manufacturing company, focused on value-added steel processing and ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WORTHINGTON INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Ohio 001-8399 31-1189815 (State or other jurisdiction of

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WORTHINGTON INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Ohio 001-8399 31-1189815 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 200 Old Wilson Bridge Road, Columbus, Ohio 43085 (Addres

WOR / Worthington Industries, Inc. / MCCONNELL JOHN P/OH - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* WORTHINGTON INDUSTRIES, INC. (Name of Issuer) Common Shares, No Par Value (Title of Class of Securities) 981811 10 2 (CUSIP Number) Patrick J. Kennedy Worthington Industries, Inc. 200 Old Wilson Bridge Road Columbus, OH 43085 (614) 840-3355 (Name, Addre

Filed herewith

NINTH AMENDMENT TO THE WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN WHEREAS, Worthington Industries, Inc. (the “Company”) sponsors the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of certain employees of the Company and its affiliates; WHEREAS, the Company wishes to amend the Plan to add the option to make in-Plan Roth conversions effective Ap

Filed herewith.

Amendment No. 7 to the Worthington Industries, Inc. Deferred Profit Sharing Plan, as Amended and Restated WHEREAS, Worthington Industries, Inc. (the “Company”) is the sponsor of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of participating affiliates; WHEREAS, the Plan has most recently been amended

Filed herewith.

Amendment No. 5 to the Worthington Industries, Inc. Deferred Profit Sharing Plan, as Amended and Restated WHEREAS, Worthington Industries, Inc. (the “Company”) is the sponsor of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of participating affiliates; WHEREAS, the Plan has most recently been amended

Filed herewith.

Amendment No. 2 to the Worthington Industries, Inc. Deferred Profit Sharing Plan, as Amended and Restated WHEREAS, Worthington Industries, Inc. (the “Company”) is the sponsor of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of participating affiliates; WHEREAS, the Plan has most recently been amended

Filed herewith.

EXHIBIT 24.1 POWERS OF ATTORNEY OF EXECUTIVE OFFICERS AND DIRECTORS OF WORTHINGTON INDUSTRIES, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of WORTHINGTON INDUSTRIES, INC., an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Re

Filed herewith.

Amendment No. 6 to the Worthington Industries, Inc. Deferred Profit Sharing Plan, as Amended and Restated WHEREAS, Worthington Industries, Inc. (the “Company”) is the sponsor of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of participating affiliates; WHEREAS, the Plan has most recently been amended

Filed herewith.

WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN Amended and Restated Effective as of January 1, 2015 TABLE OF CONTENTS Section Page 1 Participants 2 1.1 Initial Participation 2 1.2 Eligibility Service 2 1.3 Termination of Participation 2 1.4 Rehires 2 2 Employer Contribution 4 2.1 Regular Employer Contributions 4 2.2 Allocation of Regular Employer Contributions 4 2.3 Vesting 4 3 Section

Filed herewith.

Revised January 13, 2016 Voluntary Correction Program Amendment to the Worthington Industries, Inc.

Filed herewith.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Pri

Filed herewith.

EX-4 20 wor-ex412.htm EX-4.12 Amendment No. 8 to the Worthington Industries, Inc. Deferred Profit Sharing Plan, as Amended and Restated WHEREAS, Worthington Industries, Inc. (the “Company”) is the sponsor of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of participating affiliates; WHEREAS, the Plan h

Filed herewith.

Amendment No. 1 to the Worthington Industries, Inc. Deferred Profit Sharing Plan, as Amended and Restated WHEREAS, Worthington Industries, Inc. (the “Company”) is the sponsor of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of participating affiliates; WHEREAS, the Plan has most recently been amended

Filed herewith.

EIGHTH AMENDMENT TO THE WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN WHEREAS, Worthington Industries, Inc. (the “Company”) sponsors the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Worthington Plan”) for the benefit of certain employees of the Company and its affiliates; WHEREAS, Worthington Industries, Inc. acquired majority ownership of the Samuel Steel Pickling C

Filed herewith.

EX-4 8 wor-ex46.htm EX-4.6 AMENDMENT REGARDING PARTICIPATION OF AMTROL EMPLOYEES IN THE WORTHINGTON INDUSTRIES, INC. DEFERRED PROFIT SHARING PLAN WHEREAS, Worthington Industries, Inc. (the “Company”) sponsors the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) for the benefit of certain employees of the Company and its affiliates; WHEREAS, effective June 2, 2017, the Company

================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORTHINGTON INDUSTRIES, INC.

As filed with the Securities and Exchange Commission on April 11, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08399 WORTHIN

Worthington Industries, Inc. (Q3 2023 Earnings) March 23, 2023

Worthington Industries, Inc. (Q3 2023 Earnings) March 23, 2023 Corporate Speakers: • Marcus Rogier; Worthington Industries, Inc.; Investor Relations Officer & Treasurer • Joseph Hayek; Worthington Industries, Inc.; VP & CFO • Tim Adams; Worthington Industries, Inc.; VP, Strategy and Corporate Development for Steel Processing business (CFO of Worthington Steel post-separation) • Andrew Rose; Worthi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 23, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

Worthington Industries Declares Quarterly Dividend

EXHIBIT 99.2 Worthington Industries Declares Quarterly Dividend COLUMBUS, Ohio, March 22, 2023 (GLOBE NEWSWIRE) - The board of directors of Worthington Industries, Inc. (NYSE:WOR) has declared a quarterly dividend of $0.31 per share. The dividend is payable on June 29, 2023, to shareholders of record on June 15, 2023. Worthington has paid a quarterly dividend since it became a public company in 19

Worthington Reports Third Quarter Fiscal 2023 Results

EXHIBIT 99.1 Worthington Reports Third Quarter Fiscal 2023 Results COLUMBUS, Ohio, March 22, 2023 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $1.1 billion and net earnings of $46.3 million, or $0.94 per diluted share, for its fiscal 2023 third quarter ended February 28, 2023. In the third quarter of fiscal 2022, the Company reported net sales of $1.4 bil

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 Date of Report (Date of earliest event reported): March 22, 2023 WORTHINGTON INDUST

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 Date of Report (Date of earliest event reported): March 22, 2023 WORTHINGTON INDUSTRIES INC (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission File

WOR / Worthington Industries, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Worthington Industries Inc. Title of Class of Securities: Common Stock CUSIP Number: 981811102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is

Worthington Industries Announces Leadership Teams for New Worthington and Worthington Steel and Related Activities

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Worthington Industries Announces Leadership Teams for New Worthington and Worthington Steel and Related Activities COLUMBUS, Ohio, Feb. 02, 2023 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR), a leading industrial manufacturing company, today announced the senior leadership teams for New Worthington and Worthington Steel, effective upon

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): February 2, 2023 WORTHINGTON INDUSTRIES INC (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08399 WORTHIN

Worthington Industries Board of Directors Implements Board Transition Plan Appoints John H. McConnell II to the Board of Directors; John P. McConnell Intends to Step Down in June

FOR IMMEDIATE RELEASE: Worthington Industries Board of Directors Implements Board Transition Plan Appoints John H.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): January 04, 2023 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissi

Worthington Industries (Q2 2023 Earnings) December 21, 2022

EX-99.1 2 wor-ex991.htm EX-99.1 Worthington Industries (Q2 2023 Earnings) December 21, 2022 Corporate Speakers: • Marcus Rogier; Worthington Industries, Inc.; IR Officer & Treasurer • Joseph Hayek; Worthington Industries, Inc.; VP & CFO • Geoffrey Gilmore; Worthington Industries, Inc.; Executive VP & COO • Andrew Rose; Worthington Industries, Inc.; President & CEO Participants: • Philip Gibbs; Key

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): December 21, 2022 WORTHINGTON INDUSTRIES, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commiss

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): December 20, 2022 WORTHINGTON INDUSTRIES INC (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission F

Worthington Reports Second Quarter Fiscal 2023 Results

EXHIBIT 99.1 Worthington Reports Second Quarter Fiscal 2023 Results COLUMBUS, Ohio, Dec. 20, 2022 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $1.2 billion and net earnings of $16.2 million, or $0.33 per diluted share, for its fiscal 2023 second quarter ended November 30, 2022. In the second quarter of fiscal 2022, the Company reported net sales of $1.2 b

Worthington Industries Declares Quarterly Dividend

EXHIBIT 99.2 Worthington Industries Declares Quarterly Dividend COLUMBUS, Ohio, Dec. 20, 2022 (GLOBE NEWSWIRE) - The board of directors of Worthington Industries, Inc. (NYSE:WOR) has declared a quarterly dividend of $0.31 per share. The dividend is payable on March 29, 2023, to shareholders of record on March 15, 2023. Worthington has paid a quarterly dividend since it became a public company in 1

Other Events

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 Date of Report (Date of earliest event reported): October 31, 2022 WORTHINGTON INDUSTRIES, INC (Exact name of Registrant as Specified in Its Charter) Ohio 001-08399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022

Exhibit 10.3 WORTHINGTON INDUSTRIES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT 10,000 SHARES ? STEVEN M. CARAVATI This Restricted Stock Award Agreement (this ?Agreement?) is made effective as of June 24, 2022 (the ?Grant Date?) by and between Worthington Industries, Inc. (the ?Company?) and Steven M. Caravati (the ?Participant?). Section 1. Award of R

Amendment to the Receivables Financing Agreement, dated as of October 6, 2022, among Worthington Receivables Company, LLC, Worthington Industries, Inc., PNC Bank, National Association, and PNC Capital Markets LLC

EXHIBIT 10.4 EXECUTION VERSION FIRST AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT This FIRST AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this ?Amendment?), dated as of October 6, 2022, is entered into by and among the following parties: (i) WORTHINGTON RECEIVABLES COMPANY, LLC, as Borrower; (ii) PNC BANK, NATIONAL ASSOCIATION (?PNC?), as Administrator and a Lender; (iii) WORTHINGTON INDU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08399 WORTHINGT

Corrected Transcript

Corrected Transcript CORPORATE PARTICIPANTS Marcus A. Rogier Treasurer & Investor Relations Officer, Worthington Industries, Inc. Joseph B. Hayek Vice President & Chief Financial Officer, Worthington Industries, Inc. B. Andrew Rose President & Chief Executive Officer, Worthington Industries, Inc. ......................................................................................................

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): September 29, 2022 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): September 28, 2022 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commissio

Worthington Industries Declares Quarterly Dividend

Worthington Industries Declares Quarterly Dividend COLUMBUS, OH ? September 28, 2022 - The board of directors of Worthington Industries, Inc.

Worthington Reports First Quarter Fiscal 2023 Results

EXHIBIT 99.1 Worthington Reports First Quarter Fiscal 2023 Results COLUMBUS, Ohio, Sept. 29, 2022 (GLOBE NEWSWIRE) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $1.4 billion and net earnings of $64.1 million, or $1.30 per diluted share, for its fiscal 2023 first quarter ended August 31, 2022. In the first quarter of fiscal 2022, the Company reported net sales of $1.1 billi

Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): September 29, 2022 WORTHINGTON INDUSTRIES INC (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

Worthington Industries Announces Plan to Separate Steel Processing Business, Unlocking Value by Creating New Standalone Public Company

EXHIBIT 99.1 Worthington Industries Announces Plan to Separate Steel Processing Business, Unlocking Value by Creating New Standalone Public Company Separation Will Create Two Distinct, Market-Leading Companies that Are More Specialized and Fit-for-Purpose, with Enhanced Prospects for Growth: New Worthington Will Sharpen its Strategic Focus on Fast-Growing, Attractive Markets in Consumer Products,

WORTHINGTON INDUSTRIES PLANS TO CREATE TWO MARKET - LEADING, INDEPENDENT PUBLIC COMPANIES September 29, 2022 FORWARD LOOKING STATEMENTS . Worthington Industries, Inc . (the “Company” or “Worthington”) wishes to take advantage of the Safe Harbor provi

Exhibit 99.2 WORTHINGTON INDUSTRIES PLANS TO CREATE TWO MARKET - LEADING, INDEPENDENT PUBLIC COMPANIES September 29, 2022 FORWARD LOOKING STATEMENTS . Worthington Industries, Inc . (the ?Company? or ?Worthington?) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the ?Act?) . Statements by the Company relating to the intended s

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): September 29, 2022 WORTHINGTON INDUSTRIES INC (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 wor-def14a20220815.htm DEF 14A PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Other Events

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 Date of Report (Date of earliest event reported): August 3, 2022 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amendment No. 3 to Note Agreement, dated May 4, 2022, with reference to the Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015 and Amendment No. 2 to Note Agreement dated August 23, 2019), among Worthington Enterprises, Inc., on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Arizona Reinsurance Universal Company, Prudential Annuities Life Assurance Corporation, The Prudential Life Insurance Company, Ltd. and The Gibraltar Life Insurance Co., Ltd., on the other hand

Exhibit 4.12 EXECUTION VERSION May 4, 2022 Worthington Industries, Inc. 200 Old Wilson Bridge Road Columbus, Ohio 43085 Re: Amendment No. 3 to Note Agreement Ladies and Gentlemen: This letter agreement (this ?Letter?) makes reference to that certain Note Agreement, dated as of August 10, 2012 (as amended by Amendment No. 1 to Note Agreement dated June 10, 2015 and Amendment No. 2 to Note Agreement

Subsidiaries of Worthington Industries, Inc.

Exhibit 21 SUBSIDIARIES OF WORTHINGTON INDUSTRIES, INC. The following is a list of the subsidiaries, direct and indirect, of Worthington Industries, Inc. as of August 1, 2022. The names of indirectly-owned subsidiaries are indented under the names of their respective immediate parents: Worthington Industries Leasing, LLC Ohio Worthington Services, LLC Ohio Worthington Industries Medical Center, In

Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019

Exhibit 99.1 WORTHINGTON ARMSTRONG VENTURE Consolidated Financial Statements December 31, 2021 and 2020 (With Independent Auditors? Report Thereon) WORTHINGTON ARMSTRONG VENTURE Table of Contents Page Independent Auditors? Report 1?2 Consolidated Balance Sheets, December 31, 2021 and 2020 3 Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2021, 2020, and 2019 4

Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Industries, Inc.*

Exhibit 10.69 ANNUAL BASE SALARIES APPROVED FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON INDUSTRIES, INC. In June 2022, the Compensation Committee of the Board of Directors of Worthington Industries, Inc. (the ?Registrant?) approved base salary increases for the following executive officers of the Registrant who will be named executive officers of the Registrant for purposes of the disclosure to be

Incorporated herein by reference to Exhibit 10.89 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2022

Exhibit 10.89 WORTHINGTON INDUSTRIES, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT 50,000 SHARES ? JOSEPH B. HAYEK This Restricted Stock Award Agreement (this ?Agreement?) is made effective as of September 25, 2019 (the ?Grant Date?) by and between Worthington Industries, Inc. (the ?Company?) and Joseph B. Hayek (the ?Participant?). Section 1. Award of R

Powers of Attorney of Directors and Certain Executive Officers of Worthington Industries, Inc.

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of Worthington Industries, Inc.

Amendment No. 1 to Note Purchase and Private Shelf Agreement, dated as of May 4, 2022, with reference to the Note Purchase and Private Shelf Agreement, dated as of August 23, 2019, among Worthington Industries, Inc., Worthington Industries International S.à r.l. and Worthington Cylinders GmbH, on the one hand, and PGIM, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company and Prudential Legacy Insurance Company of New Jersey, on the other hand

Exhibit 4.14 EXECUTION VERSION May 4, 2022 Worthington Industries, Inc. 200 Old Wilson Bridge Road Columbus, Ohio 43085 Re: Amendment No. 1 to Note Purchase and Private Shelf Agreement Ladies and Gentlemen: This letter agreement (this ?Letter?) makes reference to that certain Note Purchase and Private Shelf Agreement, dated as of August 23, 2019 (the ?Note Agreement?), among Worthington Industries

Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request

Exhibit 4.18 August 1, 2022 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Worthington Industries, Inc. ? Annual Report on Form 10-K for the fiscal year ended May 31, 2022 - SEC File No. 1-8399 Ladies and Gentlemen: Worthington Industries, Inc., an Ohio corporation, is today filing its Annual Report on Form 10-K for the fiscal year ended May 31, 2022 (the ?Form 10-K

Incorporated herein by reference to Exhibit 10.81 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2022

Exhibit 10.81 SUMMARY OF ANNUAL CASH INCENTIVE BONUS AWARDS, LONG-TERM PERFORMANCE AWARDS, STOCK OPTIONS AND RESTRICTED COMMON SHARES GRANTED IN FISCAL 2023 FOR NAMED EXECUTIVE OFFICERS OF WORTHINGTON INDUSTRIES, INC. Annual Cash Incentive Bonus Awards Granted In Fiscal 2023 The following table sets forth the annual cash incentive bonus awards granted to the following current executive officers of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8399 WORTHINGTON INDUSTRIES,

Corrected Transcript

Corrected Transcript 23-Jun-2022 Worthington Industries, Inc. (WOR) Q4 2022 Earnings Call Total Pages: 14 Copyright ? 2001-2022 FactSet CallStreet, LLC 1-877-FACTSET www.callstreet.com Worthington Industries, Inc. (WOR) Q4 2022 Earnings Call Corrected Transcript 23-Jun-2022 CORPORATE PARTICIPANTS 2 Copyright ? 2001-2022 FactSet CallStreet, LLC 1-877-FACTSET www.callstreet.com Worthington Industrie

Worthington Industries Increases Quarterly Dividend

Worthington Industries Increases Quarterly Dividend COLUMBUS, OH ? June 22, 2022 - The board of directors of Worthington Industries, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 Date of Report (Date of earliest event reported): June 22, 2022 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission Fil