{"url_path":"/sec/wor/8-k/2026-06-26/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/108516/0001193125-26-285420-index.html","accession_number":"0001193125-26-285420","cik":"0000108516","ticker":"WOR","issuer_name":"WORTHINGTON ENTERPRISES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/108516/0001193125-26-285420-index.html","primary_entity_key":"0000108516","primary_entity_name":"WORTHINGTON ENTERPRISES, INC."},"word_count":517,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nOn June 22, 2026, the Compensation Committee (“Committee”) of our Board of Directors approved a special leadership retention performance share (“Performance Shares”) award for Colin J. Souza, our Vice President and Chief Financial Officer, Patrick J. Kennedy, our Vice President – General Counsel & Secretary, Steven M. Caravati, the President of our Consumer Products segment, and James R. Bowes, the President of our Building Products segment. The award is intended to facilitate executive retention and shareholder alignment. Each participant listed above was awarded 25,000 Performance Shares, subject to the terms of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan (“2024 LTIP”) and the Performance Share Award Agreement included herewith as Exhibit 10.1 (“Award Agreement”). The award of Performance Shares gives the participant the right to receive our common shares if both the performance-based vesting conditions (“Performance Conditions”) and a time-based vesting condition (“Retention Condition”), as set forth in the Award Agreement, are satisfied.\n\nThe Performance Conditions applicable to the award are predetermined goals of our (i) adjusted earnings before interest, tax, depreciation and amortization for each fiscal quarter during the period beginning on the first day of our 2027 fiscal year and ending on the final day of our 2030 fiscal year (the “Performance Period”), and (ii) adjusted return on assets for each fiscal quarter during the Performance Period. If both the Performance Conditions are satisfied, all Performance Shares will become eligible to vest. The Committee shall review and certify the achievement of the Performance Conditions on a date within 60 days following the end of the Performance Period (“Certification Date”).\n\nThe Retention Condition applicable to the award requires the participant to remain continuously employed by us or our subsidiaries through the Certification Date. Any Performance Shares that become eligible to vest under the Performance Conditions will vest in full on the Certification Date if the Retention Condition is satisfied.\n\nParticipants do not have the right to vote any Performance Shares and no dividends will accrue on or be paid with respect to the Performance Shares.\n\nIn limited circumstances, the Performance Shares may vest before the Performance Conditions and/or Retention Condition are met. If the participant’s employment terminates due to death or disability before the Certification Date, the Performance Shares will vest on the Certification Date, if at all, only if the Performance Conditions are met. If there is a change in control, as defined in the 2024 LTIP, the Performance Shares will fully vest on the date of such change in control. If the participant’s employment is terminated by us without cause after the Performance Conditions are met, but before the Certification Date, any outstanding Performance Shares that were eligible to vest as a result of meeting the Performance Conditions will vest.\n\nThis description of the Performance Shares and the Award Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the 2024 LTIP and the Award Agreement, which is incorporated into this report by reference in its entirety."}