Worthington Enterprises Form 4: CFO Increases Ownership, Sells 282 for Taxes

Rhea-AI Filing Summary

Worthington Enterprises (WOR) filed a Form 4 disclosing equity transactions by VP & CFO Colin J. Souza on 26-27 June 2025.

• Equity awards: Three grants of restricted common shares under the 2024 Long-Term Incentive Plan totaling 2,930 shares (2,110 + 550 + 270). These carry 3-, 2- and 1-year vesting schedules, respectively, at no cash cost.
• Share withholding: On 27 Jun 2025, 282 shares were automatically sold at $63.81 to satisfy tax obligations upon prior vesting (Code F).
• Resulting ownership: Souza’s direct holdings rose to 18,400 common shares; indirect 401(k) holdings stand at 1.4 shares.

The net increase of roughly +2,648 shares reflects continued alignment of executive compensation with shareholder interests. Because the acquisitions are restricted-stock grants rather than open-market purchases, the signal is mildly positive but primarily compensation-related.

Positive

• Net increase of 2,648 common shares in CFO’s beneficial ownership, enhancing management–shareholder alignment.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR – CFO receives 2,930 restricted shares, sells 282 for taxes; net ownership up, indicating incentive alignment, routine compensation event.

The filing shows standard LTIP activity. Multi-tranche restricted stock promotes retention through staggered vesting (1-3 years). Net share increase is modest relative to WOR’s ~50 m shares outstanding, but positive for alignment. No open-market buying means limited signaling value. The tax-related sale (Code F) is administrative and not concerning. Overall impact is neutral-to-slightly positive for governance and shareholder alignment.

Equity Analyst

TL;DR – Insider’s net +2,648 shares boosts skin-in-the-game; market impact minimal as grants are compensation-based.

Restricted stock awards expand Souza’s stake by ~14%, raising direct holdings to 18,400 shares (~$1.2 m at $63.81). Although insider accumulation often signals confidence, compensation grants carry weaker predictive power than voluntary purchases. The small tax-withholding sale is expected. Investment thesis unchanged; watch for future open-market buying or selling for stronger insight.

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
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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 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)
	VP & Chief Financial Officer

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		2,110(1)	A	$0.00	17,862	D
Common Shares	06/26/2025		A		550(2)	A	$0.00	18,412	D
Common Shares	06/26/2025		A		270(3)	A	$0.00	18,682	D
Common Shares	06/27/2025		F		282(4)	D	$63.81	18,400	D
Common Shares								1.4(5)	I	By 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)
				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.

5. The information in this report is based on a 401(k) statement dated May 30, 2025.

	/s/Patrick J. Kennedy, as attorney-in fact for Colin J. Souza	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.
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FAQ

How many WOR shares did CFO Colin Souza acquire?

He received 2,930 restricted shares on 26 Jun 2025 under the 2024 LTIP.

What vesting schedule applies to the new restricted stock grants?

Grants vest over three, two, and one years respectively from the 2025 grant date.

Why were 282 WOR shares sold at $63.81?

They were withheld for tax obligations upon restricted stock vesting (Form 4 code F).

What is the CFO’s current WOR share ownership?

After the transactions, he holds 18,400 direct shares and 1.4 shares in a 401(k).

Does this Form 4 indicate insider confidence in WOR?

The net increase is positive, but because the shares are compensation grants, the signal is weaker than open-market buying.