[Form 4] Worthington Enterprises, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Worthington Enterprises (WOR) filed a Form 4 reporting two insider equity transactions by Patrick J. Kennedy, VP-General Counsel & Secretary.

• 06/26/2025 – Award: 3,060 common shares of restricted stock were acquired at $0.00 under the 2024 Long-Term Incentive Plan. These shares will vest on the third anniversary of the grant date.
• 06/27/2025 – Withholding: 377 shares were disposed at $63.81 (Transaction Code F) to cover tax obligations upon a prior restricted-stock vesting.

After the transactions, Kennedy directly owns 27,518 common shares, a net increase of 2,683 shares. The activity reflects routine equity compensation and tax withholding; no open-market purchases or sales occurred.

Positive

• Net increase of 2,683 shares in executive’s direct holdings enhances ownership alignment.
• Three-year vesting schedule signals long-term retention incentives for key management.

Negative

• No open-market buying; shares were granted at no cost, limiting signaling value.
• 377 shares sold (withheld) to cover taxes, resulting in small share disposal.

Insights

Senior Securities Analyst

TL;DR: Routine equity grant; modestly positive alignment, immaterial market impact.

The Form 4 shows an incentive-plan award of 3,060 restricted shares to VP Patrick J. Kennedy, partly offset by 377 shares withheld for taxes. Because the acquisition is compensation-related and priced at $0, it does not signal an opportunistic purchase. Still, the executive retains a net 2,683 additional shares, lifting direct ownership to 27,518. This modestly strengthens management-shareholder alignment but is not material to WOR’s float or valuation. No derivatives, options, or sales for cash were reported, so investor takeaway is neutral to slightly positive.

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
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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 OH 43085

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/26/2025		A		3,060(1)	A	$0.00	27,895	D
Common Shares	06/27/2025		F		377(2)	D	$63.81	27,518	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date.

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	06/30/2025
	** 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.

FAQ

How many Worthington Enterprises (WOR) shares did Patrick J. Kennedy acquire?

He was awarded 3,060 restricted common shares on 06/26/2025.

Why were 377 WOR shares disposed of on 06/27/2025?

The 377 shares were withheld to satisfy tax obligations upon restricted-stock vesting (Transaction Code F).

What is Kennedy’s total WOR shareholding after the transactions?

He now directly owns 27,518 common shares.

When will the newly granted restricted shares vest?

The restricted stock vests on the third anniversary of the 06/26/2025 grant date.

Did the insider buy WOR shares on the open market?

No. The acquisition was an equity incentive grant; no open-market purchase occurred.