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Worthington (WOR) president withholds 557 shares to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Worthington Enterprises president handles tax withholding via share dispositions. President - Building Products James R. Bowes had a total of 557 Common Shares withheld in two transactions, at prices of $53.77 and $56.35 per share, to satisfy tax obligations upon the vesting of restricted stock. After these non-market, tax-withholding dispositions, he directly holds 19,947 Common Shares.

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Insider BOWES JAMES R
Role President - Building Products
Type Security Shares Price Value
Tax Withholding Common Shares 517 $53.77 $28K
Tax Withholding Common Shares 40 $56.35 $2K
Holdings After Transaction: Common Shares — 19,947 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Tax-withheld shares (total) 557 shares Common Shares withheld for tax obligations on restricted stock vesting
Tax-withheld block 1 517 shares at $53.77/share Common Shares disposed on 2026-06-29 for tax withholding
Tax-withheld block 2 40 shares at $56.35/share Common Shares disposed on 2026-06-26 for tax withholding
Shares held after 2026-06-29 19,947 shares Direct Common Share ownership by James R. Bowes after dispositions
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.
tax withholding obligation financial
"in order to satisfy the reporting person's tax withholding obligation upon such vesting"
Common Shares financial
"security_title: Common Shares"
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.
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President - Building Products
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares06/26/2026F40(1)D$56.3520,464D
Common Shares06/29/2026F517(1)D$53.7719,947D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
/s/Patrick J. Kennedy, as attorney-in-fact for James R. Bowes06/30/2026
** Signature of Reporting PersonDate
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

FAQ

What insider activity did Worthington Enterprises (WOR) report for James R. Bowes?

James R. Bowes reported share dispositions tied to tax withholding. A total of 557 Common Shares were withheld in connection with the vesting of restricted stock, rather than sold in open-market transactions, to satisfy his tax obligations.

How many Worthington Enterprises shares were withheld for James R. Bowes’ taxes?

A total of 557 Common Shares were withheld for taxes. The Form 4 shows 517 shares at $53.77 per share and 40 shares at $56.35 per share, all designated as tax-withholding dispositions related to restricted stock vesting.

Were James R. Bowes’ Worthington (WOR) transactions open-market sales?

No, the transactions were not open-market sales. The Form 4 labels both as code F tax-withholding dispositions, and the footnote explains the shares were withheld upon restricted stock vesting to cover his tax withholding obligation.

What is James R. Bowes’ Worthington Enterprises shareholding after these transactions?

Following the tax-withholding dispositions, James R. Bowes directly holds 19,947 Common Shares. This figure reflects his remaining direct ownership after 557 shares were withheld to satisfy tax obligations associated with the vesting of restricted stock.

What does transaction code F mean in the Worthington (WOR) Form 4?

Transaction code F indicates a tax-related disposition. In this filing, it is described as payment of exercise price or tax liability by delivering securities, specifically shares withheld to satisfy James R. Bowes’ tax withholding obligation upon restricted stock vesting.