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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 23, 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 File Number) | (IRS Employer Identification No.)
200 West Old Wilson Bridge Road |
Columbus, Ohio |  | 43085
(Address of Principal Executive Offices) |  | (Zip Code)

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:

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

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. ☐

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Item 2.02. | Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02:

On September 23, 2025, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended August 31, 2025 (the fiscal 2026 first quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.

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

Item 8.01. | Other Events.

On September 23, 2025, the Registrant issued a news release (the “Dividend Release”) reporting that the Board declared a quarterly cash dividend of $0.19 per share in respect of the Registrant’s common shares. The dividend was declared on September 23, 2025, and is payable on December 29, 2025 to shareholders of record at the close of business on December 15, 2025. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. | Financial Statements and Exhibits.

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

Exhibit No. |  | Description
99.1 |  | News Release issued by Worthington Enterprises, Inc. on September 23, 2025 (Financial News Release)
99.2 |  | News Release issued by Worthington Enterprises, Inc. on September 23, 2025 (Dividend Release)
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

|  |  | WORTHINGTON ENTERPRISES, INC.
Date: | September 23, 2025 | By: | /s/Patrick J. Kennedy
|  |  | Patrick J. Kennedy, Vice President - General Counsel and Secretary