Worthington (WOR) executive has shares withheld to cover tax obligation

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. executive James R. Bowes, President - Building Products, reported a tax-related share disposition. On the vesting of restricted stock, 562 common shares were withheld at $53.76 per share to satisfy his tax withholding obligation. After this non-market transaction, he directly holds 19,385 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BOWES JAMES R

Role President - Building Products

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	562	$53.76	$30K

Holdings After Transaction: Common Shares — 19,385 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 562 shares Withholding price per share: $53.76 per share Shares held after transaction: 19,385 shares

3 metrics

Shares withheld for taxes 562 shares Withheld on restricted stock vesting to satisfy tax obligation

Withholding price per share $53.76 per share Value used for 562 withheld common shares

Shares held after transaction 19,385 shares Direct common share holdings after tax-withholding disposition

Key Terms

restricted stock, tax withholding obligation, Common Shares, Form 4

4 terms

restricted stock financial

"Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation"

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.

tax withholding obligation financial

"in order to satisfy the reporting person's tax withholding obligation upon such vesting"

Common Shares financial

"security_title": "Common Shares""

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.

Form 4 financial

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 11:34 AM Accepted by SEC EDGAR 07/01/2026 - 11:34 AM Learn about SEC filing dates

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President - Building Products

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/30/2026		F		562(1)	D	$53.76	19,385	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. 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	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did WORTHINGTON ENTERPRISES (WOR) report for James R. Bowes?

WORTHINGTON ENTERPRISES reported that executive James R. Bowes had 562 common shares withheld. The shares were taken upon vesting of restricted stock to cover his tax withholding obligation, rather than being sold in the open market.

Was the WOR insider transaction an open-market sale of shares?

No, the WOR insider transaction was not an open-market sale. 562 common shares were withheld upon the vesting of restricted stock solely to satisfy James R. Bowes’ tax withholding obligation, according to the filing’s explanatory footnote.

How many Worthington Enterprises shares were withheld for taxes in this Form 4?

The Form 4 shows that 562 Worthington Enterprises common shares were withheld. The shares were taken at a price of $53.76 per share when restricted stock vested, in order to cover the reporting person’s tax withholding obligation.

How many Worthington Enterprises (WOR) shares does James R. Bowes hold after this transaction?

After the tax-withholding disposition, James R. Bowes directly holds 19,385 Worthington Enterprises common shares. This post-transaction holding reflects his remaining ownership following the withholding of 562 shares tied to restricted stock vesting.

What does transaction code F mean in the Worthington Enterprises Form 4?

Transaction code F in the Worthington Enterprises Form 4 indicates payment of a tax liability by delivering securities. Here, 562 common shares were withheld upon restricted stock vesting to satisfy James R. Bowes’ tax withholding obligation, rather than being sold for cash.