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

Rhea-AI Filing Summary

Colin J. Souza, Vice President and Chief Financial Officer of Worthington Enterprises, Inc. (WOR), reported a Form 4 disclosing insider stock activity. On 09/22/2025 Mr. Souza had 500 common shares disposed of at a price of $61.03 per share; the filing states these shares were withheld upon the vesting of restricted stock to satisfy his tax withholding obligation. After the transaction he beneficially owned 17,900 common shares directly. The report also notes indirect ownership related to a 401(k) and cites a 401(k) statement dated August 31, 2025.

Positive

• Timely disclosure of insider transaction in compliance with Section 16 requirements
• Transaction is administrative: 500 shares withheld to satisfy tax withholding upon restricted stock vesting
• Reporting person and role clearly identified as VP & Chief Financial Officer

Negative

• Reduction in direct holdings by 500 shares following the withholding
• Indirect ownership description is presented as "1.4(2) I By 401(k)" which may be unclear without the referenced 401(k) statement

Insights

Financial Analyst

TL;DR: Routine withholding-related share disposition by the CFO; not a market-moving sale.

This Form 4 records a tax-withholding disposition of 500 shares upon restricted stock vesting at $61.03 per share. Such transactions are administrative and commonly occur when equity awards vest; they do not represent a discretionary open-market sale for cash generation. The filing shows 17,900 shares held directly post-transaction and notes indirect holdings via a 401(k) statement dated August 31, 2025. No additional compensation metrics or stock-option exercises are reported.

Corporate Governance Expert

TL;DR: Disclosure appears timely and compliant; the transaction is described as tax withholding on vesting.

The Form 4 includes required elements: reporting person identity, relationship to issuer (VP & CFO), transaction date, amount disposed, price, and a signature by an attorney-in-fact. The explanation explicitly states the shares were withheld to satisfy tax obligations on vesting. The report also references indirect ownership associated with a 401(k) and a supporting statement date of August 31, 2025. No governance issues or departures are indicated in the filing.

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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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 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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		F		500(1)	D	$61.03	17,900	D
Common Shares								1.4(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) statement dated August 31, 2025.

	/s/Patrick J. Kennedy, as attorney-in fact for Colin J. Souza	09/23/2025
	** 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

What transaction did Colin J. Souza (WOR) report on the Form 4?

The Form 4 reports a disposition of 500 common shares on 09/22/2025 at a price of $61.03 per share, withheld to satisfy tax withholding upon restricted stock vesting.

How many shares does the reporting person beneficially own after the transaction?

The filing shows 17,900 common shares beneficially owned directly following the reported transaction.

What is the reporting person's role at Worthington Enterprises (WOR)?

The reporting person is identified as Vice President & Chief Financial Officer of Worthington Enterprises, Inc.

Does the Form 4 indicate indirect holdings for Colin J. Souza?

Yes, the report lists indirect ownership related to a 401(k) and references a 401(k) statement dated August 31, 2025.

Was the Form 4 signed and filed properly?

The filing includes a signature block executed by Patrick J. Kennedy, as attorney-in-fact for Colin J. Souza dated 09/23/2025, indicating execution of the Form 4.