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Worthington (WOR) CFO reports routine tax-withholding share dispositions

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

Rhea-AI Filing Summary

Worthington Enterprises VP & Chief Financial Officer Colin J. Souza reported routine share withholdings to cover taxes on vested restricted stock. On June 26, 133 Common Shares were withheld at $56.35 per share. On June 29, a further 551 Common Shares were withheld at $53.77 per share.

These Form 4 entries are coded as tax-withholding dispositions rather than open-market sales. After the June 29 withholding, Souza directly held 22,646 Common Shares. The filing also notes an indirect holding of 1.4 Common Shares through a 401(k) plan based on a statement dated May 31, 2026.

Positive

  • None.

Negative

  • None.
Insider SOUZA COLIN J
Role VP & Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Shares 551 $53.77 $30K
Tax Withholding Common Shares 133 $56.35 $7K
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 22,646 shares (Direct, null); Common Shares — 1.4 shares (Indirect, By 401(k))
Footnotes (1)
  1. The information in this report is based on a 401(k) statement dated May 31, 2026. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
Shares withheld June 26 133 shares Tax withholding at $56.35 per share
Shares withheld June 29 551 shares Tax withholding at $53.77 per share
Total tax-withheld shares 684 shares Sum of June 26 and June 29 F-code transactions
Price per share June 26 $56.35/share Value used for 133 withheld shares
Price per share June 29 $53.77/share Value used for 551 withheld shares
Direct holdings after June 29 22,646 shares Common Shares directly held by CFO post-transaction
Indirect 401(k) holdings 1.4 shares Common Shares held via 401(k) as of May 31, 2026
tax-withholding disposition financial
"coded as tax-withholding dispositions rather than open-market sales"
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.
restricted stock financial
"shares withheld upon the vesting of restricted stock in order to satisfy"
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.
401(k) financial
"based on a 401(k) statement dated May 31, 2026"
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.
Common Shares financial
"A total of 684 Worthington Enterprises Common Shares were withheld"
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.
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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*
SOUZA COLIN J
(Last)(First)(Middle)
200 W. 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)
VP & Chief Financial Officer
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 Shares06/26/2026F133(2)D$56.3523,197D
Common Shares06/29/2026F551(2)D$53.7722,646D
Common Shares1.4(1)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The information in this report is based on a 401(k) statement dated 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 Colin J. Souza06/30/2026
** 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 transactions did Worthington Enterprises (WOR) CFO Colin Souza report?

Worthington Enterprises CFO Colin Souza reported tax-withholding dispositions of Common Shares. The company withheld 133 shares on June 26 and 551 shares on June 29 to satisfy tax obligations tied to restricted stock vesting.

How many Worthington Enterprises (WOR) shares were withheld for Colin Souza’s taxes?

A total of 684 Worthington Enterprises Common Shares were withheld for Colin Souza’s tax obligations. This included 133 shares at $56.35 and 551 shares at $53.77, all related to restricted stock vesting.

Were Colin Souza’s Worthington (WOR) transactions open-market sales?

No, the reported transactions were not open-market sales. Both Form 4 entries are coded as tax-withholding dispositions, meaning shares were withheld by the company to cover tax liabilities from restricted stock vesting.

How many Worthington Enterprises (WOR) shares does CFO Colin Souza hold after these transactions?

After the June 29 tax-withholding disposition, Colin Souza directly held 22,646 Worthington Enterprises Common Shares. The filing also shows an additional 1.4 Common Shares held indirectly through a 401(k) plan.

What does the Form 4 footnote say about Colin Souza’s 401(k) holdings in Worthington (WOR)?

The footnote explains that the 401(k) information is based on a statement dated May 31, 2026. It shows 1.4 Common Shares held indirectly by Colin Souza in a 401(k) plan, separate from his directly held Worthington shares.

What is the significance of the F transaction code in Worthington (WOR) CFO’s Form 4?

The F transaction code indicates payment of taxes or exercise price by delivering securities. For Worthington’s CFO, it shows shares withheld upon restricted stock vesting to satisfy tax withholding obligations, not discretionary market sales.