[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Worthington Enterprises director Billy R. Vickers received an award of 2,815 restricted common shares on 09/25/2025 under the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors. The shares were granted at a $0.00 purchase price and will vest on the earlier of the first anniversary of the grant date or the company's next annual shareholders meeting. Following this grant, Mr. Vickers beneficially owns 9,115 common shares. The Form 4 was signed by an attorney-in-fact on 09/26/2025.

Positive

• Restricted stock award disclosed: 2,815 shares granted to a non-employee director, increasing alignment with shareholders
• Clear vesting terms: vests on earlier of one year or next annual meeting, tying retention to a defined event
• Timely filing: transaction dated 09/25/2025 and Form 4 filed/signed on 09/26/2025

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine non-employee director equity grant that aligns compensation with shareholder interests without immediate cash payment.

The award of restricted stock to a non-employee director is a common governance practice to align long-term incentives with shareholders. The grant vests based on time or the next annual meeting, which ties retention and alignment to a clear corporate event. The transaction increases disclosed beneficial ownership to 9,115 shares and was filed promptly. There are no disclosures of accelerated vesting triggers, related-party issues, or unusual terms in the filing.

Securities Analyst

TL;DR A standard director equity award; immaterial to capital structure but important for insider ownership disclosure.

The 2,815-share restricted award at $0.00 is an equity compensation grant rather than a market purchase, and will vest per the stated schedule. The post-grant beneficial ownership figure (9,115 shares) provides transparency for investor holdings calculations. This Form 4 presents a routine disclosure with no indications of material corporate action or liquidity event affecting shareholders.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VICKERS BILLY 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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	09/25/2025		A		2,815(1)	A	$0.00	9,115	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. 2025 Equity Plan for Non-Employee Directors. The restricted stock will vest on the earlier to occur of (1) the first anniversary of the grant date; or (2) the date on which the next Annual Meeting of Shareholders of Worthington Enterprises, Inc. is held.

	/s/Patrick J. Kennedy, as attorney-in-fact for Billy R. Vickers	09/26/2025
	** 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

What transaction did Billy R. Vickers report on Form 4 for WOR?

He reported an award of 2,815 restricted common shares granted on 09/25/2025 under the 2025 Equity Plan.

How many Worthington Enterprises (WOR) shares does Billy R. Vickers beneficially own after the grant?

Following the grant, Mr. Vickers beneficially owns 9,115 common shares.

What are the vesting conditions for the restricted shares granted to the WOR director?

The restricted stock vests on the earlier of (1) the first anniversary of the grant date or (2) the date of the next Annual Meeting of Shareholders.

What price was paid for the restricted shares reported on the WOR Form 4?

The reported price for the restricted shares is $0.00, indicating an equity grant rather than a purchased transaction.

When was the Form 4 for this WOR transaction signed and filed?

The Form 4 indicates the transaction date 09/25/2025 and was signed by an attorney-in-fact on 09/26/2025.