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Worthington Enterprises (WOR) insider exercises options and sells 141,163 shares

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Worthington Enterprises 10% owner John P. McConnell exercised non-qualified stock options and sold the resulting shares. On several dates from May 2024 through July 2026 he exercised options for a total of 141,163 common shares at strike prices between $19.6500 and $27.3500, then sold the same number of shares in open-market trades at weighted average prices reported between $53.0400 and $61.4100 per share. Indirect ownership includes 12,415,982 shares held by JMAC, Inc. and additional positions in family trusts and benefit plans.

Positive

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Negative

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Insider MCCONNELL JOHN P/OH
Role 10% Owner
Sold 141,163 shs ($8.21M)
Approx. gross sale proceeds $8.21M
Approx. exercise cost $3.35M
Approx. pre-tax spread $4.86M
Type Security Shares Price Value
Exercise Non-qualified stock option (right to buy) F13 17,625 $0.00 $0.00
Exercise Common Shares 17,625 $23.47 $414K
Sale Common Shares F7 17,625 $53.04 $935K
Exercise Non-qualified stock option (right to buy) F12 41,704 $0.00 $0.00
Exercise Common Shares 41,704 $26.88 $1.12M
Sale Common Shares F5 38,965 $55.82 $2.18M
Sale Common Shares F6 2,739 $56.35 $154K
Exercise Non-qualified stock option (right to buy) F11 55,081 $0.00 $0.00
Exercise Common Shares 55,081 $19.65 $1.08M
Sale Common Shares F3 54,745 $61.04 $3.34M
Sale Common Shares F4 336 $61.41 $21K
Exercise Non-qualified stock option (right to buy) F10 26,753 $0.00 $0.00
Exercise Common Shares 26,753 $27.35 $732K
Sale Common Shares F1 18,061 $58.79 $1.06M
Sale Common Shares F2 8,692 $59.91 $521K
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares F8 -- -- --
holding Common Shares F9 -- -- --
Holdings After Transaction: Non-qualified stock option (right to buy) — 0 shares (Direct); Common Shares — 1,335,648 shares (Direct); Common Shares — 12,415,982 shares (Indirect, By JMAC, Inc.); Common Shares — 2,428,312 shares (Indirect, By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis); Common Shares — 8,173 shares (Indirect, As custodian for his son, C.R. McConnell); Common Shares — 7,343 shares (Indirect, By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds); Common Shares — 118,000 shares (Indirect, By The McConnell Family Trust); Common Shares — 255,875 shares (Indirect, By The Margaret R. McConnell Trust f/b/o Margaret Kollis); Common Shares — 25,224 shares (Indirect, By the Worthington Industries, Inc. Deferred Profit Sharing Plan); Common Shares — 44,250 shares (Indirect, By McConnell LAE Trust)
Footnotes (13)
  1. F1. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $58.38 to $59.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
  2. F2. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $59.40 to $60.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
  3. F3. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $60.41 to $61.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
  4. F4. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $61.41 to $61.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
  5. F5. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $55.21 to $56.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
  6. F6. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $56.21 to $56.57, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
  7. F7. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $53.00 to $53.19, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
  8. F8. Amount listed is the most up-to-date information available regarding holdings under the Worthington Enterprises, Inc. 401(k) Plan and is based on a plan statement dated as of June 30, 2026.
  9. F9. These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust.
  10. F10. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2016 and 6/30/2017.
  11. F11. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/26/2017 and 6/26/2018.
  12. F12. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2018 and 6/30/2019.
  13. F13. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/25/2022 and 6/25/2023.
Shares sold 141163.0000 shares Total common shares sold across reported open-market transactions
Options exercised 141163.0000 shares Total underlying shares from non-qualified stock options exercised
Lowest option exercise price 19.6500 per share Strike price on options exercised on May 13, 2025
Highest option exercise price 27.3500 per share Strike price on options exercised on May 7, 2024
Example weighted average sale price 61.0400 per share Weighted average price for a 54745.0000-share sale on May 13, 2025
Indirect holding – JMAC, Inc. 12415982.0000 shares Indirect common shares held by JMAC, Inc. as of May 7, 2024
Indirect holding – Porter Rardin Trust 2428312.0000 shares Indirect common shares held by the Porter Rardin Trust as of May 7, 2024
Non-qualified stock option financial
"security title is Non-qualified stock option (right to buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
weighted average price financial
"The price reported is a weighted average price. These common shares were sold"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
irrevocable trust financial
"These common shares are held in an irrevocable trust for the benefit"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
Deferred Profit Sharing Plan financial
"holdings under the Worthington Enterprises, Inc. 401(k) Plan and Deferred Profit Sharing Plan"

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

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FAQ

What insider transactions did John P. McConnell report for Worthington Enterprises (WOR)?

John P. McConnell reported exercising non-qualified stock options and selling the resulting shares. Across trades in 2024, 2025 and 2026, he exercised options for 141,163 common shares and sold the same number of shares in open-market transactions.

How many WOR shares did John P. McConnell sell and at what prices?

He sold a total of 141,163 common shares of Worthington Enterprises. The reported weighted average sale prices for individual trades ranged from about $53.0400 to $61.4100 per share, each representing multiple transactions within the detailed price ranges described in the footnotes.

What option exercise prices were involved in John P. McConnell’s WOR trades?

The non-qualified stock options he exercised carried exercise prices of $19.6500, $23.4700, $26.8800 and $27.3500 per share. These options converted into common shares, which were then reported as sold in subsequent open-market transactions on the same respective dates.

What indirect Worthington Enterprises (WOR) holdings are reported for John P. McConnell?

Indirect holdings include 12,415,982 common shares held by JMAC, Inc., plus additional blocks such as 2,428,312 shares held by the Porter Rardin Trust and other family trusts, custodial accounts, and benefit plans, all disclosed as indirect ownership positions.

Were John P. McConnell’s WOR trades made under a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is unchecked, and the footnotes describe prices, vesting and ownership structures but do not state that any transactions were executed pursuant to a Rule 10b5-1 trading plan or similar pre-arranged arrangement.
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*
MCCONNELL JOHN P/OH

(Last)(First)(Middle)
200 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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024
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 Shares05/07/2024M26,753A$27.351,362,401D
Common Shares05/07/2024S18,061D$58.79(1)1,344,340D
Common Shares05/07/2024S8,692D$59.91(2)1,335,648D
Common Shares05/13/2025M55,081A$19.651,390,729D
Common Shares05/13/2025S54,745D$61.04(3)1,335,984D
Common Shares05/13/2025S336D$61.41(4)1,335,648D
Common Shares06/26/2026M41,704A$26.881,377,352D
Common Shares06/26/2026S38,965D$55.82(5)1,338,387D
Common Shares06/26/2026S2,739D$56.35(6)1,335,648D
Common Shares07/01/2026M17,625A$23.471,353,273D
Common Shares07/01/2026S17,625D$53.04(7)1,335,648D
Common Shares12,415,982IBy JMAC, Inc.
Common Shares2,428,312IBy the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis
Common Shares8,173IAs custodian for his son, C.R. McConnell
Common Shares7,343IBy Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds
Common Shares118,000IBy The McConnell Family Trust
Common Shares255,875IBy The Margaret R. McConnell Trust f/b/o Margaret Kollis
Common Shares25,224(8)IBy the Worthington Industries, Inc. Deferred Profit Sharing Plan
Common Shares44,250IBy McConnell LAE Trust(9)
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
Non-qualified stock option (right to buy)$27.3505/07/2024M26,75306/30/2015(10)06/30/2024Common Shares26,753$0.000D
Non-qualified stock option (right to buy)$19.6505/13/2025M55,08106/26/2016(11)06/26/2025Common Shares55,081$0.000D
Non-qualified stock option (right to buy)$26.8806/26/2026M41,70406/30/2017(12)06/30/2026Common Shares41,704$0.000D
Non-qualified stock option (right to buy)$23.4707/01/2026M17,62506/25/2021(13)09/29/2026Common Shares17,625$0.000D
Explanation of Responses:
1. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $58.38 to $59.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
2. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $59.40 to $60.17, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
3. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $60.41 to $61.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
4. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $61.41 to $61.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
5. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $55.21 to $56.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
6. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $56.21 to $56.57, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
7. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $53.00 to $53.19, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
8. Amount listed is the most up-to-date information available regarding holdings under the Worthington Enterprises, Inc. 401(k) Plan and is based on a plan statement dated as of June 30, 2026.
9. These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust.
10. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2016 and 6/30/2017.
11. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/26/2017 and 6/26/2018.
12. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2018 and 6/30/2019.
13. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/25/2022 and 6/25/2023.
/s/Patrick J. Kennedy, as attorney-in fact for John P. McConnell07/21/2026
** 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)