Worthington Enterprises : Conflict Minerals Disclosure and Report (Worthington Enterprises Conflict Minerals Report Form SD Filed May 2025)

Published: 2025-05-23 15:49:06 ET WOR

Published on 05/23/2025 at 15:49

(Exact name of the registrant as specified in its charter)

Ohio 001-8399 31-1189815

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

200 West Old Wilson Bridge Road, Columbus, Ohio 43085 (Address of principal executive offices) (Zip code)

Timothy J. Doney 614-840-3698

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed and provide the period to which the information in this form applies:

☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2024.

The Conflict Minerals Report of Worthington Enterprises, Inc. (the "Company") for the calendar year ended December 31, 2024, is filed herewith as Exhibit

to this specialized disclosure report. The Conflict Minerals Report is also available at: https://http://www.worthingtonenterprises.com. The website and the information accessible through it are not incorporated into this specialized disclosure report.

See Exhibit 1.01 to this specialized disclosure report, incorporated herein by reference.

Exhibit 1.01 Conflict Minerals Report

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 duly authorized undersigned.

Date: May 23, 2025 By: /s/ Patrick J. Kennedy

Patrick J. Kennedy

Vice President - General Counsel and Secretary

This Conflict Minerals Report of Worthington Enterprises, Inc. (the "Company") for the calendar year ended December 31, 2024 ("Reporting Period") is filed pursuant to Rule 13p-1 (the "Rule") under the Securities Exchange Act of 1934. The Company is a designer and manufacturer of innovative products and services, including manufactured metal products. The Company's operations are currently comprised of two primary operating segments: Building Products and Consumer Products.

In accordance with the Rule, the Company identified products that it believes may contain tin, tantalum, tungsten or gold ("Conflict Minerals") that were manufactured by or on behalf of the Company during the Reporting Period (the "Covered Products"), and undertook a reasonable country of origin inquiry ("RCOI") to ascertain whether any Conflict Minerals in its Covered Products originated in the Democratic Republic of the Congo or an adjoining country (each, a "Covered Country"). Based on the information received by the Company as a result of the RCOI, the Company determined that it is required by the Rule to undertake due diligence with respect to the Conflict Minerals contained in its Covered Products and file this Conflict Minerals Report. The due diligence undertaken by the Company (including the RCOI) and the results of that due diligence are set forth below.

To determine whether Conflict Minerals in the Company's Covered Products originated in Covered Countries, the Company retained Assent Inc. ("Assent"), a third-party service provider, to assist in reviewing the supply chain. The Company provided a list composed of Covered Suppliers and parts associated with the Covered Products to Assent for upload to the Assent Compliance Manager, a software-as-a-service (SaaS) platform provided by Assent.

To trace Conflict Minerals in the Company's supply chain, the Company utilized the Conflict Minerals Reporting Template ("CMRT") in the form maintained by the Responsible Minerals Initiative ("RMI") to conduct a survey of all suppliers who supply the Company with Covered Products or components or materials that may contain Conflict Minerals that are contained in Covered Products ("Covered Suppliers"). During the supplier survey, the Company contacted Covered Suppliers via the Assent Compliance Manager, which enables users to complete and track supplier communications, and allows suppliers to upload completed CMRTs directly to the platform for validation, assessment and management. According to Assent, the Assent Compliance Manager provides functionality that meets the OECD Guidance process expectations by evaluating the quality of each supplier response and assigning a health score based on the supplier's declaration. Additionally, the metrics provided in this report, as well as the step-by-step process for supplier engagement and upstream due diligence investigations, are managed through this platform.

Through the Assent Compliance Manager and the Assent team, the Company requested that all Covered Suppliers complete a CMRT. Training and education to guide Covered Suppliers on completing the CMRTs was included. Assent monitored and tracked all communications in the Assent Compliance Manager. Assent contacted suppliers that were unresponsive during the diligence process and requested these suppliers complete the CMRT and submit it to Assent.

The Assent Compliance Manager includes automated data validation on all submitted CMRTs. The goal of data validation is to increase the accuracy of submissions and identify any contradictory answers in the CMRT. This data validation is based on questions within the declaration tab of the CMRT, which helps identify areas that require further classification or risk assessment.

All submitted CMRTs are accepted so that data is retained, but they are classified as valid or invalid based on a set criteria of validation errors.

Suppliers are contacted regarding invalid CMRTs and are encouraged to correct

validated errors to resubmit a valid CMRT. Suppliers are provided with guidance on how to correct these validation errors in the form of feedback to their CMRT submission, training courses, and direct engagement help through Assent.

Through aggregate country of origin data provided by Assent, the Company was able to determine all the possible countries Conflict Minerals used in its product may have originated from. As such, the Company can perform further due diligence on the source and chain of custody of the Conflict Minerals identified as required by the Rule.

The Company has performed due diligence on the source of the Conflict Minerals contained in the Covered Products within the framework of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the "Framework") as required by the Rule. The Company's Conflict Minerals due diligence procedures are summarized below within each category specified by the Framework.

Establish Strong Company Management Systems.

The Company has a written Conflict Minerals policy (the "Policy") under which it does not knowingly purchase Conflict Minerals that finance or benefit armed groups in the Covered Countries. As stated in the Policy, the Company expects its suppliers to conduct due diligence to ascertain the source of Conflict Minerals supplied to the Company.

The Company also has written Conflict Minerals procedures ("Procedures") under which certain Company managers are designated to serve on a conflict minerals working group ("Conflict Minerals Team"). The Conflict Minerals Team has the responsibility for overseeing, reviewing and implementing the Conflict Minerals supply chain due diligence required by the Rule and reporting periodically to the Chief Compliance Officer.

The Company uses a third-party service provider, Assent, to assist with evaluating supply chain information regarding Conflict Minerals, identifying potential risks, and in the development and implementation of additional due diligence steps that the Company will undertake with Covered Suppliers. The Company communicates regularly with Assent to receive updates on program status.

The Company has identified its Covered Products and its Covered Suppliers. The Procedures require periodic reviews and updates of the Covered Products and Covered Suppliers. The Company undertook such a review and update for the current Reporting Period.

The Procedures require that each of the Company's Covered Suppliers is contacted annually to complete a CMRT. This is now done through the Assent Compliance Manager platform to facilitate consistent communication, data analysis and recordkeeping.

The Company collects and centrally maintains the completed CMRTs received by each of the Company's operating segments from the

Covered Suppliers.

The Procedures include sample clauses that each of the Company's operating segments can integrate into their respective supplier agreements. These clauses inform suppliers of the Company's Conflict Minerals sourcing policy and the expectations the Company has with respect to its suppliers.

Identify and Assess Risk in the Supply Chain.

The Assent Compliance Manager assesses each CMRT received from the Company's Covered Suppliers to ascertain (a) whether the CMRT is complete, (b) whether the CMRT is consistent with the Company's understanding of the materials, products or components supplied by the Covered Supplier,

(c) whether the Covered Supplier indicates that the Conflict Minerals are sourced from a Covered Country or are from scrap or recycled sources, and (d) whether the Covered Supplier has identified the smelters, processors or refiners of its Conflict Minerals. The Company has Procedures to follow up with Covered Suppliers who are unresponsive.

Risks associated with Covered Suppliers' due diligence processes were assessed by their declaration responses on a CMRT, which the Assent Compliance Manager identifies automatically based on established criteria. These risks are addressed by Assent staff and members of the Company's internal Conflict Minerals Team performing an overall assessment of the supplier's conformity status. Risks at the Covered Supplier level may include non-responsive suppliers or incomplete CMRTs. In cases where a company-level CMRT is submitted, the Company is unable to determine if all of the specified smelters/refiners were used for Conflict Minerals in the Covered Products supplied to the Company. The risk assessment also includes a review, through the Assent Compliance Manager, of the smelter validation process, which establishes risk at the smelter level.

Other supply chain risks were identified by assessing the due diligence practices and audit status of smelters/refiners identified in the supply chain by upstream suppliers that listed mineral processing facilities on their CMRT declarations. Assent's smelter validation program compared listed facilities into the list of smelters/refiners identified by the RMI to ensure that the facilities met the recognized definition of a processing facility that was operational during the Reporting Period.

Assent determined if the smelter had been audited against a standard in conformance with the OECD Guidance, such as the Responsible Minerals Assurance Process ("RMAP"). The Company does not have a direct relationship with smelters/refiners and does not perform direct audits of these entities. Smelters that are conformant to RMAP audit standards are considered to have their sourcing validated. In cases where the smelter/refiner's due diligence practices have not been audited against the RMAP standard or they are considered non-conformant by RMAP, further due diligence steps are followed to notify suppliers reporting these facilities.

Strategy to Respond to Identified Risks.

The Procedures provide that Covered Suppliers who continue to refuse or fail to cooperate may be identified to the Conflict Minerals Team for further action. Feedback on Covered Supplier submissions is given directly to Covered Suppliers and educational resources are provided to assist suppliers. The results of the program and risk assessment are shared with the Conflict Minerals Team.

Independent Third Party Audit.

The Procedures require the Company to obtain an independent audit of its Conflict Minerals due diligence process if and when required under the Rule. No audit is required under the Rule for the current Reporting Period. The Company does not audit processing facilities in light of its downstream position in the supply chain. Instead, the Company relies on the results of third-party audits of smelters/refiners that are provided to it by Assent.

Report on Supply Chain Due Diligence.

The Procedures require the Company to report annually to the Securities and Exchange Commission and to make a copy of its annual Conflict Minerals Report available on its website in each case as required by the Rule. A copy of this Conflict Minerals Report will be available on the Company's website.

Covered Products.

The Company determined that the following product lines contained Covered Products during the Reporting Period:

pressure cylinders for industrial gas applications;

indirect fired water heaters, water systems, well water and expansion tanks;

products for camping, grilling, hand torch solutions, specialized hand tools and instruments; and

helium balloon kits.

Disclaimer

Worthington Enterprises Inc. published this content on May 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 23, 2025 at 19:48 UTC.