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  4. [Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Worthington Enterprises (NYSE: WOR) executive reports performance share award and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Worthington Enterprises Inc. executive Steven M. Caravati reported routine equity compensation activity. He received a grant of 569 Common Shares as a long-term performance share award, and 259 shares were withheld to satisfy tax withholding obligations upon vesting. After these transactions, he directly holds 46,242 Common Shares. The award relates to a performance period from June 30, 2023 through May 31, 2026, with payout approved by the Compensation Committee based on the Company’s performance over that three-year period.

Positive

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Negative

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Insights

Routine stock-based compensation with tax withholding; minimal signal for investors.

Steven M. Caravati, President - Consumer Products at Worthington Enterprises, reported a long-term performance share award payout of 569 Common Shares and a related tax withholding of 259 shares. This pattern (grant plus withholding) is standard for executive equity compensation.

The footnotes show the shares were earned under the company’s Amended and Restated 1997 Long-Term Incentive Plan, based on performance for the three-year period ended May 31, 2026. The Compensation Committee approved the payout, indicating the plan’s targets were achieved at a level that supports this award.

Following these transactions, Caravati directly owns 46,242 Common Shares, so the net share addition is small relative to his overall position. Because there are no open-market purchases or sales and no derivative exercises disclosed, the filing mainly updates compensation-related holdings rather than indicating a change in his market view of the stock.

Insider Caravati Steven M
Role President - Consumer Products
Type Security Shares Price Value
Grant/Award Common Shares 569 $0.00 --
Tax Withholding Common Shares 259 $53.09 $14K
Holdings After Transaction: Common Shares — 46,242 shares (Direct, null)
Footnotes (1)
  1. A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2026. On June 22, 2026, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2026. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
Performance share award 569 Common Shares Grant/award acquisition on July 7, 2026
Tax withholding shares 259 Common Shares Withheld to satisfy tax obligations on vesting
Withholding reference price $53.09 per share Value used for tax-withholding disposition
Post-transaction holdings 46,242 Common Shares Direct ownership after reported transactions
Tax-withholding transactions 1 transaction, 259 shares Summarized in transactionSummary
long-term performance share award financial
"A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan."
Amended and Restated 1997 Long-Term Incentive Plan financial
"A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan."
restricted stock financial
"Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
tax withholding obligation financial
"Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting."
Compensation Committee financial
"On June 22, 2026, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did Steven M. Caravati report for WOR on this Form 4?
Steven M. Caravati reported two transactions in Worthington Enterprises Common Shares: a grant of 569 shares as a performance-based award and a disposition of 259 shares withheld to cover tax obligations upon vesting, both dated July 7, 2026.

How many Worthington Enterprises (WOR) shares does Steven M. Caravati hold after this filing?
After these transactions, Steven M. Caravati directly holds 46,242 Worthington Enterprises Common Shares. This post-transaction balance reflects the net impact of the 569-share performance award and the 259 shares withheld for taxes on the vesting.

Were the Worthington Enterprises Form 4 transactions open-market buys or sells?
The transactions were not open-market buys or sells. One entry is a grant or award of 569 shares, and the other is a tax-withholding disposition of 259 shares retained by the company to satisfy Caravati’s tax obligations upon restricted stock vesting.

What plan governed Steven M. Caravati’s performance share award at Worthington Enterprises (WOR)?
The performance share award was granted under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Shares were earned based on achieving specified performance objectives over a three-year period ending May 31, 2026, with payout approved by the Compensation Committee.

What period did the Worthington Enterprises performance award to Steven M. Caravati cover?
The long-term performance share award covered a three-year performance period ending May 31, 2026. The Compensation Committee met on June 22, 2026 and approved the payout of the reported Common Shares based on the company’s performance over that three-year timeframe.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Caravati Steven M
(Last)(First)(Middle)
200 WEST OLD WILSON BRIDGE ROAD
(Street)
COLUMBUS OHIO 43085
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President - Consumer Products
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares07/07/2026A569(1)A$0.0046,242D
Common Shares07/07/2026F259(2)D$53.0945,983D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2026. On June 22, 2026, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2026.
2. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
/s/Patrick J. Kennedy, as attorney-in-fact for Steven M. Caravati07/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR