Spin-off - WORTHINGTON ENTERPRISES, INC.
Form Type: 11-K
Filing Date: 2025-06-11
Corporate Action: Spin-off
Type: New
Accession Number: 000095017025084741
Filing Summary: On December 1, 2023, Worthington Enterprises, Inc. completed a spin-off of its former steel processing business, which became an independent public company named Worthington Steel, Inc. The transaction was structured to qualify as tax-free for shareholders. Each shareholder of Worthington Enterprises received one share of Worthington Steel for each share of Worthington Enterprises they held as of the record date of November 21, 2023. The document outlines the financial statement details of the Worthington Enterprises, Inc. 401(k) Plan, presenting the net assets available for benefits as of December 31, 2024, and 2023. The plan's total assets and liabilities as of December 31, 2024, were reported as $434,841,230, with contributions and investment income significantly impacting the financial performance for the fiscal year ended December 31, 2024. Additionally, it mentions various amendments to the plan, including participant eligibility, contribution options, and the management of investment options following the spin-off.
Additional details:
Trustee: Fidelity Management Trust Company
Participant Eligibility: All non-union, full-time employees age eighteen years and older
Employer Contribution Matching: 50 cents per dollar on the first 4% of contributions
Investment Options: Mutual funds, Worthington Enterprises common shares, Worthington Steel common shares, common collective trust funds
Spin Off Date: 2023-12-01
Spin Off Name: Worthington Steel, Inc.
Record Date: 2023-11-21
Form Type: 11-K
Filing Date: 2025-06-11
Corporate Action: Spin-off
Type: New
Accession Number: 000095017025084744
Filing Summary: On December 1, 2023, Worthington Enterprises, Inc. completed a spin-off of its former steel processing business into a separate public company called Worthington Steel, Inc. This transaction was structured to be tax-free for shareholders. Shareholders of Worthington Enterprises received shares of Worthington Steel at a ratio of one share per existing share held as of November 21, 2023. The document provides detailed financial statements related to the Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees for the fiscal year ending December 31, 2024, including reports from independent auditors that affirm the fairness of the financial statements. Key financial metrics reflect total net assets available for benefits increasing from $11,538,275 in 2023 to $12,011,790 in 2024. Significant additions in 2024 included employer contributions of $273,418 and participant contributions totaling $710,929, while total deductions for benefits paid amounted to $1,967,542. The text also notes amendments made to the plan to account for the spin-off, specifically regarding the transfer of benefits and obligations related to participants employed in the Worthington Steel business.
Additional details:
Plan Name: Worthington Enterprises, Inc. 401(k) Plan for Collectively Bargained Employees
Trustee: Fidelity Management Trust Company
Record Date: 2023-11-21
Shares Per Share: 1
Auditor: Meaden & Moore, Ltd.
Total Assets 2024: 12011790
Total Assets 2023: 11538275
Total Contributions 2024: 1133555
Total Deductions 2024: 1980503
Net Increase 2024: 473515
Form Type: 10-Q
Filing Date: 2025-04-09
Corporate Action: Spin-off
Type: Update
Accession Number: 000095017025052413
Filing Summary: On April 4, 2025, Worthington Enterprises, Inc. completed a spin-off of its steel processing business, where each holder of record of Worthington Enterprises common shares received one common share of its wholly owned subsidiary, Worthington Steel, for every one common share of Worthington Enterprises held. This transaction was part of the company's strategic decision to enhance shareholder value and focus on its core operations. The company's consolidated financial statements for the quarter ended February 28, 2025, are included in this Form 10-Q, detailing revenues, earnings, and other key financial metrics post spin-off. The report also provides insight into the financial condition of the company, management discussion, and legal proceedings, highlighting ongoing risks and forward-looking statements regarding the future performance following the separation of the steel business.
Additional details:
Common Shares Outstanding: 49917226
Record Date: 2025-04-04
Business Separation Date: 2023-12-01
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