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, 2025
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 and the address of the plan, if different from that of the issuer named below:
WORTHINGTON ENTERPRISES, INC. 401(K) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Worthington Enterprises, Inc.
200 West Old Wilson Bridge Road
Columbus, OH 43085
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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WORTHINGTON ENTERPRISES, INC. 401(K) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES |
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By: |
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401(k) Plan Committee, |
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Plan Administrator |
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By: |
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/s/ Patrick J. Kennedy |
Date: June 9 , 2026 |
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Patrick J. Kennedy, Member |
WORTHINGTON ENTERPRISES, INC. 401(K) PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
WITH
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
December 31, 2025 and 2024
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan Participants of
Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees (the “Plan”), as of December 31, 2025 and 2024 and the related statements of changes in net assets available for benefits for the years then ended, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule of Assets Held for Investment Purposes at End of Year as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s (DOL) Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
MEADEN & MOORE, LTD.
We have served as the Plan’s auditor since 2004.
Akron, Ohio
June 9, 2026
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees
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December 31, |
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2025 |
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2024 |
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Assets |
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Receivables |
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Receivable - employer contributions |
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$ |
137,154 |
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$ |
145,574 |
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Notes receivable from participants |
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174,816 |
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210,845 |
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Total receivables |
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311,970 |
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356,419 |
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Investments |
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Plan's interest in Master Trust assets at fair value |
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12,718,328 |
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11,438,545 |
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Plan's interest in Master Trust assets at contract value |
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270,034 |
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216,826 |
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Total investments |
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12,988,362 |
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11,655,371 |
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Total assets |
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13,300,332 |
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12,011,790 |
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Liabilities |
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- |
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- |
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Net assets available for benefits |
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$ |
13,300,332 |
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$ |
12,011,790 |
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See accompanying Notes to Financial Statements
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees
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Year Ended December 31, |
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2025 |
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2024 |
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Additions: |
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Contributions: |
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Employer |
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$ |
299,775 |
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$ |
273,418 |
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Participant |
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679,787 |
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710,929 |
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Rollover |
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55,763 |
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149,208 |
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Total contributions |
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1,035,325 |
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1,133,555 |
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Investment income |
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Interest on notes receivable from participants |
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13,621 |
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15,199 |
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Plan's interest in Master Trust net investment gain |
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1,838,120 |
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1,320,247 |
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Total investment income |
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1,851,741 |
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1,335,446 |
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Other income |
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7,629 |
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- |
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Total additions |
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2,894,695 |
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2,469,001 |
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Deductions: |
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Benefits paid to participants and other deductions |
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1,587,194 |
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1,967,542 |
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Administrative expenses |
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18,911 |
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12,961 |
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Total deductions |
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1,606,105 |
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1,980,503 |
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Net increase before net assets transferred |
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1,288,590 |
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488,498 |
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Net assets transferred to the Worthington Enterprises, Inc. 401(k) Plan |
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(48 |
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(14,983 |
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Net increase in net assets |
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1,288,542 |
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473,515 |
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Net assets available for benefits at beginning of year |
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12,011,790 |
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11,538,275 |
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Net assets available for benefits at end of year |
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$ |
13,300,332 |
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$ |
12,011,790 |
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See accompanying Notes to Financial Statements
NOTES TO FINANCIAL STATEMENTS
Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees
The following description of the Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees (the “Plan”), provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.
General:
The Plan is a defined contribution plan covering all union employees of Worthington Enterprises, Inc. (“Worthington Enterprises”) and its subsidiaries who are participating employers under the Plan (together with Worthington Enterprises, collectively, the “Company”) who meet the tenure, hour and age requirements specified in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The trustee for the Plan is Fidelity Management Trust Company (the “Trustee”). Worthington Enterprises is the sponsor of the Plan (the “Plan Sponsor”).
The Plan is one of two plans within the Worthington Industries Deferred Profit Sharing Plan Master Trust (the “Master Trust”). The other plan within the Master Trust is the Worthington Enterprises, Inc. 401(k) Plan.
Corporate action:
On December 1, 2023, the Company completed the spin-off of its former steel processing business (the “Separation”) into a separate public company in a transaction intended to qualify as tax-free to Worthington Enterprises’ shareholders. Also on December 1, 2023, Worthington Industries, Inc. changed its name to Worthington Enterprises, Inc., with such entity referred to herein as “Worthington Enterprises” for all past, present and future periods discussed in these financial statements. The Separation was achieved through Worthington Enterprises’ distribution of 100% of the outstanding common shares of Worthington Steel, Inc. (“Worthington Steel”) to holders of record of Worthington Enterprises common shares as of the close of business on November 21, 2023 (the “Record Date”). Each holder of record, which includes the participants of the Plan, received one common share of Worthington Steel for every one common share of Worthington Enterprises held on the Record Date. Worthington Steel is an independent, separate public company trading under the symbol “WS” on the NYSE.
Plan amendments:
Effective January 1, 2025, the Plan was amended and restated, and its name was changed from the Worthington Industries, Inc. Retirement Savings Plan for Collectively Bargained Employees to the Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees.
Effective January 1, 2025, the Plan was amended and restated to comply with certain provisions under the Setting Every Community Up for Retirement Enhancement (“SECURE”) Act of 2019, the SECURE 2.0 Act of 2022 and related regulatory guidance. The amendments included updates to required minimum distribution rules, such as an increase in the applicable age to 73 and the exclusion of designated Roth contributions from required minimum distribution calculations beginning in 2024.
Effective January 1, 2025, the Plan was amended and restated to adjust the matching contribution formula for participants to provide a 50% match on employee contributions, up to 4% of compensation. This replaced the prior formula, which provided a 25% match on contributions up to 8% of compensation.
Additional Plan amendments effective after December 31, 2025, are described in “Note 9 – Subsequent Events.”