Worthington Industries(WOR_V) - 2026 Q1 - Quarterly Results

General Filing Information This section provides standard cover page information for the Form 8-K filing, including registrant details and registered securities Registrant and Filing Details This section details the registrant's identity, filing date, and common shares registered on the New York Stock Exchange - The registrant is WORTHINGTON ENTERPRISES, INC., incorporated in Ohio[2] - The earliest event reported occurred on September 23, 2025[2] Registered Securities Information | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Shares, Without Par Value | WOR | The New York Stock Exchange | Item 2.02. Results of Operations and Financial Condition This section discusses the company's financial performance for the first quarter, including GAAP and non-GAAP measures Conference Call and Financial Overview A conference call was held to discuss unaudited Q1 FY2026 financial results and market outlook, covering GAAP and non-GAAP measures - A conference call was held on September 24, 2025, to discuss unaudited financial results for the first quarter ended August 31, 2025[6] - The conference call transcript is furnished as Exhibit 99.1 to this Form 8-K[6] - The company discussed both GAAP and non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA margin[8] Non-GAAP Financial Measures and Reconciliations Reconciliations for Adjusted EBITDA, Free Cash Flow, and Net Debt to TTM Adjusted EBITDA provide insights into performance and leverage Adjusted EBITDA Adjusted EBITDA, a non-GAAP measure, is reconciled to net earnings to show operational performance excluding certain items - Adjusted EBITDA is a non-GAAP measure used by management to evaluate operating performance, adjusting net earnings for interest, taxes, depreciation, amortization, and certain non-indicative items[8] Adjusted EBITDA Reconciliation (Thousands) | (In thousands) | First Quarter 2026 | Fourth Quarter 2025 | Third Quarter 2025 | Second Quarter 2025 | | :--- | :--- | :--- | :--- | :--- | | Net earnings (GAAP) | $34,821 | $3,614 | $39,339 | $28,009 | | Net earnings attributable to controlling interest | $35,148 | $3,877 | $39,663 | $28,260 | | Adjusted EBITDA (non-GAAP) | $65,060 | $85,060 | $73,779 | $56,213 | | TTM adjusted EBITDA (non-GAAP) | $280,112 | | | | | TTM net earnings margin (GAAP) | 8.8% | | | | | TTM adjusted EBITDA margin (non-GAAP) | 23.3% | | | | Free Cash Flow and Conversion Free cash flow, a non-GAAP measure, is reconciled to operating cash flow to assess cash generation beyond operations and capital spending - Free cash flow is a non-GAAP measure indicating the company's ability to generate cash beyond business operations and capital expenditures[10] Free Cash Flow Reconciliation (Thousands) | (In thousands) | First Quarter 2026 | Fourth Quarter 2025 | Third Quarter 2025 | Second Quarter 2025 | | :--- | :--- | :--- | :--- | :--- | | Net cash provided by operating activities (GAAP) | $41,061 | $62,414 | $57,131 | $49,053 | | Investment in property, plant and equipment | $(13,195) | $(13,086) | $(12,704) | $(15,161) | | Free cash flow (non-GAAP) | $27,866 | $49,328 | $44,427 | $33,892 | | TTM net cash provided by operating activities (GAAP) | $209,659 | | | | | TTM free cash flow (non-GAAP) | $155,513 | | | | | TTM operating cash flow conversion (GAAP) | 196% | | | | | Free cash flow conversion (Non-GAAP) | 94% | | | | Net Debt to TTM Adjusted EBITDA This section presents the net debt to TTM adjusted EBITDA ratio, a key non-GAAP metric for evaluating financial leverage - The ratio of net debt to TTM adjusted EBITDA is a non-GAAP financial measure used as a measure of leverage[11] Net Debt to TTM Adjusted EBITDA (Thousands) as of August 31, 2025 | (In thousands) | August 31, 2025 | | :--- | :--- | | Long-term debt | $306,010 | | Less: cash and cash equivalents | $167,122 | | Net debt | $138,888 | | TTM adjusted EBITDA (non-GAAP) | $280,112 | | Net debt to TTM adjusted EBITDA (non-GAAP) | 0.50 | Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers This section details the approval of the 2025 Equity Plan for Non-Employee Directors, authorizing share grants for compensation 2025 Equity Plan for Non-Employee Directors Shareholders approved the 2025 Equity Plan, authorizing up to 1,000,000 common shares for non-employee director compensation - The Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors was approved by shareholders on September 23, 2025[14] - A maximum of 1,000,000 common shares may be granted under the Plan to non-employee directors[15] - Award types include stock options, stock appreciation rights, restricted common shares, restricted stock units, and other share-based awards[16] Item 5.07. Submission of Matters to a Vote of Security Holders This section reports the voting results from the Annual Meeting of Shareholders on director elections, executive compensation, and other proposals Annual Meeting Details The Annual Meeting of Shareholders was held on September 23, 2025, with a significant quorum established by over 89% share representation - The Annual Meeting was held on September 23, 2025[18] - On the record date of July 29, 2025, 49,793,529 common shares were outstanding and entitled to vote[18] - A quorum was constituted by 44,652,456 shares (over 89%) represented by proxy[18] Voting Results Summary Shareholders voted on four proposals, including director elections, executive compensation, the 2025 Equity Plan, and auditor ratification Election of Directors Shareholders elected four directors for three-year terms, with detailed voting results provided for each candidate Director Election Results | Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | | :--- | :--- | :--- | :--- | :--- | | Kerrii B. Anderson | 40,294,598 | 929,157 | 37,569 | 3,391,134 | | David P. Blom | 37,277,366 | 3,938,647 | 45,311 | 3,391,134 | | Paul G. Heller | 41,006,436 | 204,368 | 50,520 | 3,391,134 | | Billy R. Vickers | 38,629,646 | 1,575,988 | 55,690 | 3,391,134 | - Ms. Anderson, Mr. Blom, Mr. Heller, and Mr. Vickers were each elected as a director for a three-year term, expiring at the Annual Meeting in 2028[19] Advisory Vote on NEO Compensation Shareholders approved the advisory resolution concerning the compensation of the Registrant's named executive officers Advisory Vote on NEO Compensation Results | Votes For | Votes Against | Abstentions | Broker Non-Votes | | :--- | :--- | :--- | :--- | | 38,981,483 | 2,206,173 | 73,668 | 3,391,134 | - Shareholders approved the advisory resolution regarding the compensation of the Registrant's named executive officers[20] Approval of 2025 Equity Plan Shareholders approved the 2025 Equity Plan for Non-Employee Directors, authorizing share-based awards for compensation 2025 Equity Plan Approval Results | Votes For | Votes Against | Abstentions | Broker Non-Votes | | :--- | :--- | :--- | :--- | | 37,803,028 | 3,405,411 | 52,885 | 3,391,134 | - The proposal to approve the 2025 Equity Plan for Non-Employee Directors was approved by shareholders[22] Ratification of Independent Registered Public Accounting Firm Shareholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2026 Independent Auditor Ratification Results | Votes For | Votes Against | Abstentions | | :--- | :--- | :--- | | 44,256,923 | 351,334 | 44,201 | - Shareholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2026[23] Item 9.01 Financial Statements and Exhibits This section lists all exhibits accompanying the Form 8-K filing, including the 2025 Equity Plan and the earnings call transcript Exhibits List The exhibits include the 2025 Equity Plan for Non-Employee Directors and the transcript of the first quarter earnings conference call Exhibits Included in Form 8-K | Exhibit No. | Description | | :--- | :--- | | 10.1 | Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors† | | 99.1 | Transcript of Worthington Enterprises, Inc. Earnings Conference Call for First Quarter of Fiscal 2026 (Fiscal Quarter ended August 31, 2025), held on September 24, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Signatures This section contains the required signatures for the Form 8-K filing, confirming its official submission Filing Signatures The report was signed by Patrick J. Kennedy, Vice President - General Counsel and Secretary, on September 26, 2025 - The report was signed on September 26, 2025, by Patrick J. Kennedy, Vice President - General Counsel and Secretary[28]