[Form 4] Worthington Enterprises, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Worthington Enterprises (WOR) filed a Form 4 disclosing equity transactions by James R. Bowes, President - Building Products, on 26-27 June 2025.

• Restricted-stock grants: Bowes received 2,240 common shares (1,970 + 180 + 90) under the 2024 Long-Term Incentive Plan at $0 cost.
• Vesting schedules: The grants vest in tranches after one, two and three years, promoting long-term retention.
• Share withholding: 264 shares were automatically surrendered at $63.81 on 27 June 2025 to cover tax obligations upon vesting (code F).
• Resulting ownership: Bowes now directly owns 15,214 common shares.

The filing reflects routine executive compensation activity with a net increase of 1,976 shares, modest relative to Worthington’s float. No open-market buying or selling occurred.

Positive

• Insider ownership increases by 1,976 net shares, indicating ongoing alignment with shareholders.
• Restricted-stock vesting over up to three years promotes executive retention and long-term value focus.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR – Routine equity grants; modest ownership uptick, negligible market impact.

The Form 4 shows standard restricted-stock awards under Worthington’s 2024 LTIP. Because the shares were granted at no cost and vest over up to three years, they serve as a retention mechanism rather than an immediate cash benefit. The 264-share withholding to satisfy taxes is normal and signals no discretionary selling. Bowes’ direct stake rises about 15%, but still represents an immaterial fraction of shares outstanding, so the transaction is unlikely to influence valuation or trading dynamics.

Corporate Governance Specialist

TL;DR – Compensation aligns management with shareholders; neutral financial effect.

The staggered vesting structure encourages long-term performance and retention, consistent with governance best practices. No alarming patterns such as large discretionary sales or option exercises appear. Investors can view the award as alignment-positive, yet the small absolute share count means it is not materially impactful to capital structure or insider sentiment gauges.

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 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)
	President - Building Products

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		A		1,970(1)	A	$0.00	15,208	D
Common Shares	06/26/2025		A		180(2)	A	$0.00	15,388	D
Common Shares	06/26/2025		A		90(3)	A	$0.00	15,478	D
Common Shares	06/27/2025		F		264(4)	D	$63.81	15,214	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date.

2. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the second anniversary of the grant date.

3. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the first anniversary of the grant date.

4. 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	06/30/2025
	** 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 (WOR) shares did James R. Bowes acquire?

He received 2,240 restricted shares on 26 June 2025 at no cost.

Why were 264 WOR shares disposed of on 27 June 2025?

They were withheld at $63.81 to cover tax obligations upon vesting (code F).

What is Bowes’ total direct ownership after the transactions?

He now directly holds 15,214 common shares of Worthington Enterprises.

Do the transactions reflect open-market buying or selling?

No. All activity involves equity grants and tax withholding; no open-market trades occurred.

When will the new restricted shares vest?

They vest in tranches after one, two, and three years from the 26 June 2025 grant date.