What triggered the share grant to WOR executive James R. Bowes?

The share grant stemmed from a long-term performance share award granted June 30, 2023, under Worthington’s 1997 Long-Term Incentive Plan. The Compensation Committee approved payout of the earned common shares on June 22, 2026, based on company performance over the three-year measurement period.

What plan governs the WOR long-term performance share award for Bowes?

The award was granted under the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common shares were earned based on achieving specified performance objectives over a three-year period ending May 31, 2026, with payout approved by the Compensation Committee on June 22, 2026.

WOR executive reports routine equity award and tax withholding

Worthington Enterprises President – Building Products James R. Bowes reported routine equity compensation activity.

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Form Type

Rhea-AI Filing Summary

Worthington Enterprises President – Building Products James R. Bowes reported routine equity compensation activity. On the vesting of a long-term performance share award, he acquired 1,014 common shares and had 453 shares withheld at $53.09 each to cover taxes. Following these transactions, he directly holds 19,946 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BOWES JAMES R

Role President - Building Products

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	1,014	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	453	$53.09	$24K

Holdings After Transaction: Common Shares — 19,946 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

Tax withholding shares: 453 shares Tax withholding price: $53.09 per share Awarded shares: 1,014 shares +2 more

5 metrics

Tax withholding shares 453 shares Shares withheld for tax obligations at vesting on July 7, 2026

Tax withholding price $53.09 per share Value used for 453 withheld shares

Awarded shares 1,014 shares Grant/award acquisition of common shares on July 7, 2026

Post-transaction holdings 20,399 shares Direct common share ownership after reported transactions

Tax withholding total value $24,056.77 453 shares withheld at $53.09 per share

Key Terms

long-term performance share award, Amended and Restated 1997 Long-Term Incentive Plan, restricted stock, tax withholding obligation, +1 more

5 terms

Amended and Restated 1997 Long-Term Incentive Plan financial

"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."

restricted stock financial

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

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.

tax withholding obligation financial

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

Compensation Committee financial

"On June 22, 2026, 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did WOR executive James R. Bowes report?

James R. Bowes reported routine equity compensation activity involving vested performance-based shares and related tax withholding. He received 1,014 Worthington Enterprises common shares and had 453 shares withheld to satisfy tax obligations, all as part of the company’s long-term incentive and restricted stock programs.

Were the WOR Form 4 transactions open-market buys or sells?

The reported transactions were not open-market trades. Bowes received 1,014 common shares as a grant or award, and 453 shares were withheld by the company to cover tax liabilities upon vesting, rather than being voluntarily bought or sold in the market.

How many Worthington Enterprises shares does James R. Bowes now hold?

After the reported Form 4 transactions, James R. Bowes directly holds 20,399 Worthington Enterprises common shares. This total reflects the 1,014-share grant and the 453 shares withheld for taxes, providing investors with his updated post-transaction ownership position.

Why were 453 WOR shares disposed of in the Form 4 filing?

The 453-share disposition represents tax withholding upon vesting of restricted stock, not an open-market sale. The company withheld these Worthington Enterprises shares, valued at $53.09 each, to satisfy James R. Bowes’ tax obligations associated with the vesting event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 07/08/2026 - 01:54 PM EDT

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^*

BOWES JAMES R

(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)
	President - Building Products

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		1,014⁽¹⁾	A	$0.00	20,399	D
Common Shares	07/07/2026		F		453⁽²⁾	D	$53.09	19,946	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, as attorney-in-fact for James R. Bowes	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