WORTHINGTON ENTERPRISES, INC.
For the period ended May 31, 2025. Filed Jul 30, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Jul 30, 2025
WOR$62.67+3.6%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
None.
INDEX TO EXHIBITS
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 2.1 | Equity Interest Purchase Agreement, dated as of October 29, 2021, by and among Worthington Steel of Michigan, Inc., Tempel Holdings Inc., and Tempel Steel Company. ^ | 8-K | 2.01 | 11/1/2021 |
| 2.2 | Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 2.1 | 12/05/2023 |
| 3.1 | 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.] | 10-Q | 3.1 | 1/09/2024 |
| 3.2 | Code of Regulations of Worthington Enterprises, Inc. [This document represents the code of regulations of Worthington Enterprises, Inc. in compiled form incorporating all amendments.] | 10-Q | 3(b) | 10/16/2000 |
| 4.1 | Indenture, dated as of April 13, 2010, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee | 8-K | 4.1 | 4/13/2010 |
| 4.2 | Second Supplemental Indenture, dated as of April 15, 2014, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee [NOTE: The Second Supplemental Indenture relates to the 4.55% Notes Due April 15, 2026 that were redeemed in full on July 28, 2023.] | 8-K | 4.2 | 4/15/2014 |
| 4.3 | Form of 4.55% Global Note Due April 15, 2026 (included as Exhibit A in Exhibit 4.2 incorporated by reference in this Form 10-K) [NOTE: The 4.55% Notes Due April 15, 2026 were redeemed in full on July 28, 2023.] | 8-K | 4.3 | 4/15/2014 |
| 4.4 | Third Supplemental Indenture, dated as of July 28, 2017, between Worthington Enterprises, Inc. and U.S. Bank National Association, as Trustee | 8-K | 4.2 | 7/28/2017 |
| 4.5 | Form of 4.300% Global Note due August 1, 2032 (included as Exhibit A in Exhibit 4.4 incorporated by reference in this Form 10-K) | 8-K | 4.3 | 7/28/2017 |
| 4.6 | Note Agreement, dated as of August 10, 2012, between 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 | 8-K | 4.1 | 8/15/2012 |
| 4.7 | Form of 4.60% Senior Note due August 10, 2024 (included as Exhibit A in Exhibit 4.6 incorporated by reference in this Form 10-K) | 8-K | 4.1 | 8/15/2012 |
| 4.8 | Amendment No. 1 to Note Agreement, dated June 10, 2015, 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 | 10-K | 4.9 | 7/30/2015 |
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 4.9 | Amendment No. 2 to Note Agreement, dated August 23, 2019, 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), 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 | 8-K | 4.5 | 8/28/2019 |
| 4.10 | 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 | 10-K | 4.12 | 8/1/2022 |
| 4.11 | Note Purchase and Exchange Agreement, dated as of May 17, 2024, among Worthington Enterprises, Inc., on 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. | 8-K | 4.1 | 5/23/2024 |
| 4.12 | Form of 2.06% Series A Senior Note Due August 23, 2031, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-1 within Exhibit 4.11 hereto) | 8-K | 4.1 | 5/23/2024 |
| 4.13 | Form of 2.40% Series B Senior Notes Due August 23, 2034, issued on May 17, 2024, by Worthington Enterprises, Inc. (included as Exhibit A-2 within Exhibit 4.11 hereto) | 8-K | 4.1 | 5/23/2024 |
| 4.14 | Agreement to furnish instruments and agreements defining rights of holders of long-term debt to the Securities and Exchange Commission upon request | Filed herewith | ||
| 4.15 | Description of Capital Stock of Worthington Enterprises, Inc. | 10-K/A | 4.13 | 8/30/2019 |
| 4.16 | 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 Goldmans 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 | 8-K | 4.1 | 9/28/2023 |
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 10.1 | Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan effective March 1, 2000 * | 10-K | 10.1 | 8/15/2005 |
| 10.2 | Amendment to the Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan (Amendment effective as of September 1, 2011) * | 10-Q | 10.8 | 10/11/2011 |
| 10.3 | Second Amendment to the Worthington Enterprises, Inc. Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014) * | 10-K | 10.3 | 7/30/2014 |
| 10.4 | Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Restatement effective December 2008) * | 10-Q | 10.10 | 1/9/2009 |
| 10.5 | First Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (First Amendment effective as of September 1, 2011) * | 10-Q | 10.9 | 10/11/2011 |
| 10.6 | Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (Second Amendment effective as of October 1, 2014) * | 10-K | 10.6 | 7/30/2014 |
| 10.7 | Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 * | 10-K | 10(d) | 8/29/2000 |
| 10.8 | Amendment to the Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated, effective June 1, 2000 (Amendment effective as of September 1, 2011) | 10-Q | 10.10 | 10/11/2011 |
| 10.9 | Second Amendment to the Worthington Enterprises, Inc. Deferred Compensation Plan for Directors, as Amended and Restated (Second Amendment effective as of October 1, 2014) * | 10-K | 10.9 | 7/30/2014 |
| 10.10 | Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Restatement effective as of December 2008)* | 10-Q | 10.5 | 1/9/2009 |
| 10.11 | First Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (First Amendment effective as of September 1, 2011) * | 10-Q | 10.11 | 10/11/2011 |
| 10.12 | Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors (Second Amendment effective as of October 1, 2014) * | 10-K | 10.12 | 7/30/2014 |
| 10.13 | Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (amendment and restatement effective as of November 1, 2008) * | 10-Q | 10.8 | 1/9/2009 |
| 10.14 | First Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (First Amendment effective as of June 26, 2013; performance goals approved by shareholders on September 26, 2013) * | 8-K | 10.2 | 10/1/2013 |
| 10.15 | Second Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Second Amendment adopted on June 26, 2013; effective as of September 26, 2013 when approved by shareholders) * | 8-K | 10.3 | 10/1/2013 |
| 10.16 | Third Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Third Amendment effective as of June 28, 2017) * | 10-K | 10.16 | 7/24/2017 |
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 10.17 | Fourth Amendment to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (Fourth Amendment adopted as of June 26, 2019;effective September 25, 2019 when approved by shareholders) * | 8-K | 10.1 | 10/1/2019 |
| 10.18 | Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan (reflects First Amendment, Second Amendment, Third Amendment and Fourth Amendment thereto) * | 8-K | 10.2 | 10/1/2019 |
| 10.19 | 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 * | 10-K | 10.19 | 7/31/2023 |
| 10.20 | 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 * | Filed herewith | ||
| 10.21 | Worthington Enterprises, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors (amended and restated effective as of September 2016) * | 8-K | 10.1 | 10/3/2016 |
| 10.22 | Worthington Enterprises, Inc. 2010 Stock Option Plan * | 8-K | 10.1 | 10/5/2010 |
| 10.23 | First Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (First Amendment adopted June 26, 2013; effective September 26, 2013 when approved by shareholders) * | 8-K | 10.7 | 10/1/2013 |
| 10.24 | Second Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (Second Amendment effective as of June 28, 2017) * | 10-K | 10.35 | 7/24/2017 |
| 10.25 | Third Amendment to the Worthington Enterprises, Inc. 2010 Stock Option Plan (adopted June 24, 2020; effective September 23, 2020 when approved by shareholders) * | 8-K | 10.1 | 9/28/2020 |
| 10.26 | Worthington Enterprises, Inc. 2010 Stock Option Plan (as amended by First Amendment, Second Amendment and Third Amendment thereto) * | 8-K | 10.2 | 9/28/2020 |
| 10.27 | Worthington Enterprises, Inc. Annual Incentive Plan for Executives * | 8-K | 10.1 | 9/30/2008 |
| 10.28 | First Amendment to the Worthington Enterprises, Inc. Annual Incentive Plan for Executives (adopted on June 26, 2013; effective September 26, 2013 when approved by shareholders) * | 8-K | 10.5 | 10/1/2013 |
| 10.29 | 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)* | Filed herewith | ||
| 10.30 | Summary of Annual Base Salaries Approved for Named Executive Officers of Worthington Enterprises, Inc. * | Filed herewith | ||
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 10.31 | Summary of Annual Cash Incentive Bonus Awards, Long-Term Performance Awards, Stock Options and Restricted Common Shares granted in Fiscal 2023 for then Named Executive Officers * | 10-K | 10.81 | 8/1/2022 |
| 10.32 | 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* | 10-K | 10.40 | 7/31/2023 |
| 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 * | 10-K | 10.33 | 7/30/2024 |
| 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 * | Filed herewith | ||
| 10.35 | Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each executive officer of Worthington Enterprises, Inc. * | 10-K | 10.34 | 7/30/2024 |
| 10.36 | Form of Indemnification Agreement entered into between Worthington Enterprises, Inc. and each non-employee director of Worthington Enterprises, Inc.* | 10-K | 10.35 | 7/30/2024 |
| 10.37 | Transition Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.1 | 12/5/2023 |
| 10.38 | Tax Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.2 | 12/5/2023 |
| 10.39 | Employee Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.3 | 12/5/2023 |
| 10.40 | Trademark License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.4 | 12/5/2023 |
| 10.41 | WBS License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.5 | 12/5/2023 |
| 10.42 | Steel Supply and Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc | 8-K | 10.6 | 12/5/2023 |
| 10.43 | Form of Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan Performance Share Award Agreement (Absolute Total Shareholder Return) to evidence the grant of performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan * | 8-K | 10.1 | 4/12/2024 |
| 10.44 | Form of Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan Performance Share Award Agreement (Share Price Appreciation) to evidence the grant of performance-based restricted common shares pursuant to the Worthington Enterprises, Inc. Amended and Restated 1997 Long-Term Incentive Plan * | 8-K | 10.2 | 4/12/2024 |
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 10.45 | Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan | 8-K | 10.1 | 9/30/2024 |
| 10.46 | Form of Worthington Enterprises, Inc. Amended and Restated 2024 Long-Term Incentive Plan Performance Share Award Agreement (Absolute Total Shareholder Return) to evidence the grant of performance-based restricted common shares pursuant to the Worthington | 8-K | 10.1 | 6/30/2025 |
| 19 | Worthington Enterprises, Inc. Insider Trading Policy | 10-K | 19 | 7/30/2024 |
| 21 | Subsidiaries of Worthington Enterprises, Inc. | Filed herewith | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm (KPMG LLP) | Filed herewith | ||
| 23.2 | Consent of Independent Auditors (KPMG LLP) with respect to consolidated financial statements of Worthington Armstrong Venture | Filed herewith | ||
| 23.3 | Consent of Independent Auditors (Deloitte & Touche LLP) with respect to consolidated financial statements of Clarkwestern Dietrich Building Systems, LLC | Filed herewith | ||
| 24 | Powers of Attorney of Directors and Certain Executive Officers of Worthington Enterprises, Inc. | Filed herewith | ||
| 31.1 | Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer) | Filed herewith | ||
| 31.2 | Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer) | Filed herewith | ||
| 32.1 | Certifications of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 32.2 | Certifications of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 97.1 | Worthington Enterprises, Inc. Executive Officer Clawback Policy | 10-K | 97.1 | 7/30/2024 |
| 99.1 | Worthington Armstrong Venture Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 | Filed herewith | ||
| 99.2 | 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 | Filed herewith | ||
| 101.INS | Inline XBRL Instance Document | The instance document does not appear in the Interactive Date File because its XBRL tabs are imbedded within the Inline XBRL document. | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents # | Submitted electronically herewith | ||
| 104 | The cover page from this Form 10-K, formatted in Inline XBRL is included within the Exhibit 101 attachments | |||
^The Disclosure Schedules and Exhibits referenced in the Equity Purchase Agreement have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K. The Registrant will supplementally furnish a copy of any of the omitted Disclosure Schedules and Exhibits to the SEC on a confidential basis upon request.
*Indicates management contract or compensatory plan or arrangement.
- Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
#Attached as Exhibit 101 to this Form 10-K are the following documents formatted in Inline XBRL (eXtensible Business Reporting Language):
(i)
Consolidated Balance Sheets at May 31, 2025 and 2024;
(ii)
Consolidated Statements of Earnings for the fiscal years ended May 31, 2025, 2024 and 2023;
(iii)
Consolidated Statements of Comprehensive Income for the fiscal years ended May 31, 2025, 2024 and 2023;
(iv)
Consolidated Statements of Equity for the fiscal years ended May 31, 2025, 2024 and 2023;
(v)
Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2025, 2024 and 2023; and
(vi)
Notes to Consolidated Financial Statements – fiscal years ended May 31, 2025, 2024 and 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.