Worthington CFO transfers shares for tax withholding

Worthington Enterprises VP & Chief Financial Officer Colin J. Souza reported routine share movements mainly related to tax withholding on equity awards.

Rhea-AI Filing Summary

Worthington Enterprises VP & Chief Financial Officer Colin J. Souza reported routine share movements mainly related to tax withholding on equity awards. On June 30, 2026, a total of 2,668 Common Shares were disposed of as shares were withheld to cover his tax obligation upon vesting of restricted stock at $53.76 per share. These are issuer-withheld shares, not open-market sales. Following these transactions, Souza directly holds 19,978 Common Shares and indirectly holds 1.4 Common Shares through a 401(k) plan based on a statement dated May 31, 2026.

Insider Trade Summary

Exercise Price or Tax Liability: 2,668 shares

Exercise Price or Tax Liability 3 txns

Insider SOUZA COLIN J

Role VP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Shares	2,106	$53.76	$113K
Exercise Price or Tax Liability	Common Shares	562	$53.76	$30K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 19,978 shares (Direct); Common Shares — 1.4 shares (Indirect, By 401(k))

Footnotes (2)

1. F1. The information in this report is based on a 401(k) statement dated May 31, 2026.
2. 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

Tax-withheld shares total: 2,668 shares First tax-withheld block: 562 shares Second tax-withheld block: 2,106 shares +3 more

6 metrics

Tax-withheld shares total 2,668 shares Shares withheld for tax obligations on June 30, 2026

First tax-withheld block 562 shares Withheld at $53.76 per share on June 30, 2026

Second tax-withheld block 2,106 shares Withheld at $53.76 per share on June 30, 2026

Tax-withholding price $53.76 per share Value used for restricted stock tax withholding

Direct holdings after transactions 20,540 shares Common Shares directly held after June 30, 2026

Indirect 401(k) holdings 1.4 shares Common Shares held via 401(k) as of May 31, 2026

Key Terms

tax-withholding disposition, restricted stock, 401(k), Common Shares

4 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" and description of payment of tax liability by delivering securities"

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.

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.

401(k) financial

"The information in this report is based on a 401(k) statement dated May 31, 2026."

A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.

Common Shares financial

"security_title: "Common Shares" for all reported non-derivative transactions"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

FAQ

What insider transactions did Worthington Enterprises (WOR) CFO Colin J. Souza report?

Colin J. Souza reported issuer-share withholdings tied to restricted stock vesting. On June 30, 2026, 2,668 Worthington Enterprises Common Shares were withheld to satisfy his tax obligations at $53.76 per share, rather than being sold in open-market transactions.

Were the Worthington Enterprises (WOR) CFO’s Form 4 transactions open-market sales?

No, the transactions were tax-withholding dispositions, not open-market sales. Shares were withheld by Worthington Enterprises upon vesting of restricted stock to cover Colin J. Souza’s tax liability at a price of $53.76 per share on June 30, 2026.

How many Worthington Enterprises (WOR) shares were withheld for the CFO’s taxes?

A total of 2,668 Common Shares were withheld to cover taxes. This consisted of 562 shares and 2,106 shares, both at $53.76 per share, in connection with the vesting of restricted stock for CFO Colin J. Souza on June 30, 2026.

What are the Worthington Enterprises (WOR) CFO’s direct share holdings after these transactions?

After the June 30, 2026 tax-withholding dispositions, Colin J. Souza directly holds 20,540 Worthington Enterprises Common Shares. These holdings reflect his position following issuer-withheld shares used to satisfy tax obligations on restricted stock vesting.

Does the Worthington Enterprises (WOR) CFO hold shares through a 401(k) plan?

Yes, he indirectly holds 1.4 Common Shares through a 401(k) plan. This 401(k) position is based on a statement dated May 31, 2026, and is reported separately from his 20,540 directly held Worthington Enterprises Common Shares.

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Accepted by SEC EDGAR 07/01/2026 - 11:24 AM Learn about SEC filing dates

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^*

SOUZA COLIN J

(Last) (First) (Middle)

200 W. 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 & Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/30/2026		F		2,106(2)	D	$53.76	20,540	D
Common Shares	06/30/2026		F		562(2)	D	$53.76	19,978	D
Common Shares								1.4(1)	I	By 401(k)

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. The information in this report is based on a 401(k) statement dated 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 Colin J. Souza	07/01/2026
	** 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)