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
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Date of Report (Date of earliest event reported): June 19, 2025 |
WORTHINGTON ENTERPRISES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Ohio |
001-08399 |
31-1189815 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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200 West Old Wilson Bridge Road |
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Columbus, Ohio |
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43085 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (614) 438-3210 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Shares, Without Par Value |
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WOR |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On June 19, 2025, Worthington Enterprises, Inc. (the "Registrant") issued a news release announcing that its Building Products segment acquired Elgen Manufacturing Company, Inc. ("Elgen"), a leading provider of HVAC parts and components. The purchase price for the acquisition of Elgen, which closed on June 18, 2025, was approximately $93 million, subject to closing adjustments, and was sourced from the Registrant’s existing cash.
Elgen, which will operate within the Registrant’s Building Products segment, employs approximately 250 people and is headquartered in Closter, New Jersey.
A copy of the news release is included herewith as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits: The following exhibits are included with this Form 8‑K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WORTHINGTON ENTERPRISES, INC. |
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Date: |
June 20, 2025 |
By: |
/s/Patrick J. Kennedy |
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Patrick J. Kennedy, Vice President -
General Counsel and Secretary |