Worthington Enterprises insider filing shows 604-share tax withholding

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (WOR) filed a Form 4 for Senior Vice President Sonya L. Higginbotham covering activity on 06/24/2025. The filing shows an automatic, tax-related disposition coded “F”, where 604 common shares were withheld at $60.15 per share upon the vesting of restricted stock units. No open-market sale was executed.

After the withholding, Higginbotham still beneficially owns 16,664 common shares directly and ≈439.36 shares indirectly through the company 401(k) plan. The form does not list any additional derivative transactions and no Rule 10b5-1 trading plan was indicated in the checkbox area.

The transaction’s dollar value is modest relative to both the executive’s remaining stake and Worthington’s market capitalization, suggesting limited market impact. Because the shares were surrendered solely to cover taxes, the filing provides little insight into the executive’s sentiment toward WOR’s future performance.

Positive

• Executive retains 16,664 direct shares, demonstrating continued equity alignment with shareholders.

Negative

• 604 shares were disposed of (withheld) at $60.15, albeit solely for tax obligations and immaterial in size.

Insights

Securities Analyst

TL;DR (Neutral): Small tax-withholding; insider still holds ~17 K shares—no directional signal.

The Code F designation means the 604-share disposition was involuntary and aimed at satisfying payroll taxes on newly vested RSUs. Such events are routine and normally immaterial to valuation models. The officer’s remaining direct ownership of 16,664 shares preserves alignment with shareholders, and the lack of open-market selling reduces bearish interpretations. Given the limited size (≈0.04% of a typical 40 M-share float) and absence of other insider activity, I view the filing as neutral for WOR’s investment thesis.

Corporate Governance Expert

TL;DR (Neutral): Routine RSU vesting tax event; governance implications minimal.

Form 4 transparency obligations are met: timely filing, clear explanation, attorney-in-fact signature, and disclosure of residual holdings. No 10b5-1 plan box was checked, but that is unsurprising because Code F events do not require pre-arranged trading plans. From a governance standpoint, the executive’s continuing stake supports shareholder alignment, and the modest share count does not raise red-flag concerns about insider confidence. I therefore categorize the impact on governance perceptions as neutral.

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^*

HIGGINBOTHAM SONYA L

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		F		604(1)	D	$60.15	16,664	D
Common Shares								439.36(2)	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. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.

2. The information in this report is based on a 401(k) Plan statement as of May 31, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Sonya L. Higginbotham	06/25/2025
	** 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 SVP Sonya Higginbotham dispose of on 06/24/2025?

604 common shares were withheld to cover taxes upon RSU vesting.

What transaction code was used in the WOR Form 4 filing?

The filing lists transaction code F, signifying shares withheld for tax purposes.

At what price were the shares valued for the tax withholding?

The shares were valued at $60.15 each.

How many shares does the executive own after the reported transaction?

Higginbotham now holds 16,664 common shares directly and about 439.36 shares indirectly via the 401(k) plan.

Does the Form 4 indicate a Rule 10b5-1 trading plan?

No. The checkbox for a Rule 10b5-1 plan was not marked in the filing.