WORTHINGTON ENTERPRISES, INC. (WOR): M&A transaction — Worthington Enterprises completes spin-off of Worthington Steel; shareholders receive one WS share per WOR share

WORTHINGTON ENTERPRISES, INC.

Spin-off effective Dec 1, 2023; each WOR shareholder received one WS share for each WOR share held as of Nov 21, 2023.
Worthington Steel made $150M cash distribution to Worthington Enterprises, proceeds used for debt reduction.
Worthington Industries renamed Worthington Enterprises; WOR continues trading on NYSE under ticker "WOR".
Worthington Steel began trading on NYSE as "WS" as independent steel processing company.
Separation governed by Separation and Distribution, Transition Services, Tax, Employee Matters, and other agreements.

item 1.01 item 2.01 item 5.02 item 5.03 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Kevin J. Chan

Corporate Controller and Chief Accounting Officer

WOR · WORTHINGTON ENTERPRISES, INC.

Effective: 2023-12-01
Filed: December 5, 2023, 6:59 PM ET

On December 1, 2023, Kevin J. Chan, age 42, became Corporate Controller and the chief accounting officer of the Company.

Departed

Steven R. Witt

Corporate Controller

WOR · WORTHINGTON ENTERPRISES, INC.

Effective: 2023-12-01
Successor: Kevin J. Chan
Filed: December 5, 2023, 6:59 PM ET

Steven R. Witt, who previously served as the Company’s Corporate Controller, assumed the same position with Worthington Steel as part of the Separation.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Kevin J. Chan was appointed as Corporate Controller and Chief Accounting Officer at WORTHINGTON ENTERPRISES, INC..

Action: appointed
Role: Corporate Controller and Chief Accounting Officer

Exact text from the filing

On December 1, 2023, Kevin J. Chan, age 42, became Corporate Controller and the chief accounting officer of the Company.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.9

Steven R. Witt departed as Corporate Controller at WORTHINGTON ENTERPRISES, INC..

Action: departed
Role: Corporate Controller

Exact text from the filing

Steven R. Witt, who previously served as the Company’s Corporate Controller, assumed the same position with Worthington Steel as part of the Separation.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

WORTHINGTON ENTERPRISES, INC.: Amended articles of incorporation to change company name from Worthington Industries, Inc. to Worthington Enterprises, Inc., effective on the Distribution Date (effective 2023-12-01).

Change: charter amendment
Effective: 2023-12-01

Exact text from the filing

On December 1, 2023, the Company filed a certificate of amendment to amend its articles of incorporation (the “ Amended Articles ”) to change the name of the Company from “Worthington Industries, Inc.” to “Worthington Enterprises, Inc.” (the “ Name Change ”).

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

WORTHINGTON ENTERPRISES, INC. completed a disposition involving Worthington Steel, Inc. for cash distribution of approximately $150 million (closed 2023-12-01).

Action: disposition
Counterparty: Worthington Steel, Inc.
Consideration: cash distribution of approximately $150 million
Closing: 2023-12-01

Exact text from the filing

Eastern time, the previously announced separation (the “ Separation ”) of Worthington Steel, Inc. (“ Worthington Steel ”) from Worthington Enterprises, Inc.

View on SEC.gov

Browse all governance changes →

WORTHINGTON ENTERPRISES, INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-289222

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