Results of Operations · Company Update

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):  December 19, 2023 _______________________________ WORTHINGTON ENTERPRISES, INC. (Exact name of registrant as specified in its charter) _______________________________ Ohio 1-8399 31-1189815 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 200 Old Wilson Bridge Road Columbus , Ohio 43085 (Address of Principal Executive Offices) (Zip Code) ( 614 ) 438-3210 (Registrant's telephone number, including area code) Not Applicable (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 NYSE 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. ☐     Item 2.02. Results of Operations and Financial Condition. The following information is furnished pursuant to Item 2.02: On December 19, 2023, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended November 30, 2023 (the fiscal 2024 second 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 December 19, 2023, the Registrant issued a news release (the “Dividend Release”) reporting that its Board of Directors declared a quarterly cash dividend of $0.16 per share in respect of the Registrant’s common shares. The dividend was declared on December 19, 2023, and is payable on March 29, 2024 to shareholders of record at the close of business on March 15, 2024. 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 Current Report on Form 8-K:  Exhibit No.   Description       99.1   News Release issued by Worthington Enterprises, Inc. on December 19, 2023 (Financial News Release)     99.2   News Release issued by Worthington Enterprises, Inc. on December 19, 2023 (Dividend Release) 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)     SIGNATURE 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: December 19, 2023 By:  /s/ Patrick J. Kennedy             Patrick J. Kennedy     Vice President - General Counsel and Secretary