What is the significance of the 1,138-share grant reported by WOR’s Patrick J. Kennedy?

The 1,138-share grant represents common shares awarded under a long-term performance share program. The Compensation Committee approved the payout based on Worthington Enterprises’ performance over the three-year period ended May 31, 2026, converting the earned performance units into common shares.

WOR VP Kennedy reports equity award and tax withholding

WORTHINGTON ENTERPRISES, INC. vice president and general counsel Patrick J. Kennedy reported routine equity compensation activity involving common shares.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. vice president and general counsel Patrick J. Kennedy reported routine equity compensation activity involving common shares. On July 7, 2026, he had 508 common shares withheld at $53.09 per share to cover tax obligations tied to vesting equity, which is a non-market disposition.

On the same date, he received a grant/award of 1,138 common shares at no cost following the payout of a long-term performance share award based on company results for the three-year period ended May 31, 2026. After these transactions, he directly holds 32,436 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kennedy Patrick J.

Role VP-General Counsel & Secy

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	1,138	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	508	$53.09	$27K

Holdings After Transaction: Common Shares — 32,436 shares (Direct)

Footnotes (2)

F1. 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.
F2. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.

Key Figures

Shares withheld for taxes: 508 shares at $53.09 Equity award shares granted: 1,138 shares at $0.00 Post-transaction holdings: 32,944 common shares +2 more

5 metrics

Shares withheld for taxes 508 shares at $53.09 Tax-withholding disposition on July 7, 2026

Equity award shares granted 1,138 shares at $0.00 Grant/award acquisition on July 7, 2026

Post-transaction holdings 32,944 common shares Direct ownership after reported transactions

Tax-withheld value indicator $53.09 per share Price used for 508-share tax withholding

Tax withholding shares count 508 shares transactionSummary taxWithholdingShares

Key Terms

tax-withholding disposition, Grant, award, or other acquisition, long-term performance share award, restricted stock, +1 more

5 terms

tax-withholding disposition financial

"508 common shares were withheld at $53.09 per share to cover tax obligations tied to vesting equity"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Grant, award, or other acquisition financial

"he received a grant/award of 1,138 common shares at no cost following the payout"

restricted stock financial

"Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation"

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.

Compensation Committee financial

"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.

FAQ

What insider transactions did WOR executive Patrick J. Kennedy report on this Form 4?

Patrick J. Kennedy reported two routine equity compensation entries: 508 Worthington Enterprises common shares were withheld to cover taxes, and 1,138 common shares were granted as an award. Both transactions relate to vesting and performance-based compensation rather than open-market trading.

Did Patrick J. Kennedy buy or sell Worthington Enterprises (WOR) shares on the open market?

The Form 4 does not show any open-market buying or selling. It reports a tax-withholding disposition of 508 shares and a grant of 1,138 shares, both tied to vesting and performance awards rather than discretionary market trades by the executive.

How many Worthington Enterprises (WOR) shares does Patrick J. Kennedy hold after these transactions?

After the reported transactions, Patrick J. Kennedy directly holds 32,944 Worthington Enterprises common shares. This figure reflects his position following the 508-share tax withholding and the 1,138-share grant, as disclosed in the post-transaction ownership column of the Form 4.

Why were 508 Worthington Enterprises (WOR) shares withheld from Patrick J. Kennedy?

The 508 shares were withheld upon vesting of restricted stock to satisfy Patrick J. Kennedy’s tax withholding obligations. Instead of paying cash, a portion of vested shares was retained by the company at a price of $53.09 per share to cover required taxes.

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Available on EDGAR 07/08/2026 - 01:58 PM Accepted by SEC EDGAR 07/08/2026 - 01:58 PM

SEC Form 4

FORM 4

UNITED 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^*

Kennedy Patrick J.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-General Counsel & Secy

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	07/07/2026		A		1,138⁽¹⁾	A	$0.00	32,944	D
Common Shares	07/07/2026		F		508⁽²⁾	D	$53.09	32,436	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	07/08/2026
	** Signature of Reporting Person	Date
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

WOR VP Kennedy reports equity award and tax withholding

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