---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-062135"
form_type: "8-K"
ticker: "WOR"
cik: "0000108516"
company_name: "WORTHINGTON ENTERPRISES, INC."
filed_at: "2023-11-09T23:59:59+00:00"
generated_at: "2026-06-08T06:03:36.114224+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Worthington Industries approves spin-off of Worthington Steel; distribution Dec 1

## Summary
- Shareholders receive 1 WS share per WOR share held on record date Nov 21; distribution payable Dec 1.
- When-issued trading of WS begins Nov 28 on NYSE under 'WS'; WOR continues under 'WOR' post-rename.
- Post-spin, Worthington Industries renamed Worthington Enterprises; remains NYSE-listed as WOR.
- Three directors resign to join WS board; four new directors appointed effective separation.
- Spin-off intended to be tax-free to U.S. shareholders; fractional shares cashed out.

## SEC filing metadata
- accession: 0000950170-23-062135
- form_type: 8-K
- ticker: WOR
- cik: 0000108516
- company_name: WORTHINGTON ENTERPRISES, INC.
- filed_at: 2023-11-09T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/wor-20231109.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-062135
- JSON: https://secwatch.observer/filing/0000950170-23-062135.json
- Plain text: https://secwatch.observer/filing/0000950170-23-062135.txt

## Key facts
- Executive change
  Sidney A. Ribeau resigned as Director at WORTHINGTON ENTERPRISES, INC..
  - Action: resigned
  - Role: Director
  source text: On November 9, 2023, each of Carl A. Nelson, Mary Schiavo and Sidney A. Ribeau notified the Board of Directors (the “Board”) of Worthington Industries, Inc. (the “Company” or “Worthington”) of their intention to resign as a director of the Company, effective upon consummation of the previously announced separation (the “Separation”) of Worthington Steel, Inc. (“Worthington Steel”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm
- Executive change
  Paul G. Heller was appointed as Director at WORTHINGTON ENTERPRISES, INC..
  - Action: appointed
  - Role: Director
  source text: On November 9, 2023, the Board appointed B. Andrew Rose, Billy R. Vickers, Paul G. Heller and Virgil L. Winland to serve as directors of the Company, effective upon consummation of the Separation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm
- Executive change
  Billy R. Vickers was appointed as Director at WORTHINGTON ENTERPRISES, INC..
  - Action: appointed
  - Role: Director
  source text: On November 9, 2023, the Board appointed B. Andrew Rose, Billy R. Vickers, Paul G. Heller and Virgil L. Winland to serve as directors of the Company, effective upon consummation of the Separation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm
- Executive change
  Mary Schiavo resigned as Director at WORTHINGTON ENTERPRISES, INC..
  - Action: resigned
  - Role: Director
  source text: On November 9, 2023, each of Carl A. Nelson, Mary Schiavo and Sidney A. Ribeau notified the Board of Directors (the “Board”) of Worthington Industries, Inc. (the “Company” or “Worthington”) of their intention to resign as a director of the Company, effective upon consummation of the previously announced separation (the “Separation”) of Worthington Steel, Inc. (“Worthington Steel”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm
- Executive change
  Virgil L. Winland was appointed as Director at WORTHINGTON ENTERPRISES, INC..
  - Action: appointed
  - Role: Director
  source text: On November 9, 2023, the Board appointed B. Andrew Rose, Billy R. Vickers, Paul G. Heller and Virgil L. Winland to serve as directors of the Company, effective upon consummation of the Separation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm
- Executive change
  B. Andrew Rose was appointed as Director at WORTHINGTON ENTERPRISES, INC..
  - Action: appointed
  - Role: Director
  source text: On November 9, 2023, the Board appointed B. Andrew Rose, Billy R. Vickers, Paul G. Heller and Virgil L. Winland to serve as directors of the Company, effective upon consummation of the Separation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm
- Executive change
  Carl A. Nelson resigned as Director at WORTHINGTON ENTERPRISES, INC..
  - Action: resigned
  - Role: Director
  source text: On November 9, 2023, each of Carl A. Nelson, Mary Schiavo and Sidney A. Ribeau notified the Board of Directors (the “Board”) of Worthington Industries, Inc. (the “Company” or “Worthington”) of their intention to resign as a director of the Company, effective upon consummation of the previously announced separation (the “Separation”) of Worthington Steel, Inc. (“Worthington Steel”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/108516/000095017023062135/0000950170-23-062135-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.