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

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (WOR) has filed a Form 4 detailing insider activity by Patrick J. Kennedy, the company’s Vice President, General Counsel & Secretary, dated 1 July 2025.

• Performance-based award (Code A): Kennedy received 3,304 common shares at a deemed price of $0.00 upon completion of a three-year performance cycle under the 1997 Long-Term Incentive Plan. The Compensation Committee approved the payout on 23 June 2025.
• Tax withholding (Code F): 1,500 shares were automatically withheld and disposed of at $64.48 per share to cover related tax obligations.

Net of the withholding, the executive’s direct holdings rose by 1,804 shares to 29,322 shares, an increase of roughly 6.6% in personal ownership. No derivative positions were reported or affected.

The filing reflects routine compensation mechanics rather than discretionary market transactions. The modest scale relative to Worthington’s share count suggests limited immediate market impact, but the additional ownership marginally strengthens management–shareholder alignment.

Positive

• Management alignment: Kennedy’s direct ownership increased by 1,804 shares, reinforcing insider exposure to WOR’s equity performance.

Negative

• Limited signal value: Shares were granted, not bought on the open market, reducing insight into the executive’s valuation view.

Insights

Securities Analyst

TL;DR: Net insider purchase of 1,804 shares is modest and routine; market significance is minimal.

The Form 4 shows Kennedy’s equity stake increasing via a performance grant, offset partially by tax withholding. Because the shares were not bought on the open market, the transaction does not signal a valuation opinion. Still, the net addition modestly improves insider alignment. With Worthington’s ~50 million shares outstanding, this activity is immaterial to float or liquidity and should not influence valuation models or near-term trading.

Corporate Governance Expert

TL;DR: Performance share payout aligns pay with results; withholding sale is standard—overall neutral governance impact.

The award’s vesting ties compensation to three-year performance ending 31 May 2025, indicating adherence to pay-for-performance principles. Disposing shares to cover taxes is procedural under Rule F and avoids open-market selling pressure. There are no red flags such as large discretionary sales or complex derivatives. From a governance standpoint, the disclosure supports transparency and incentive alignment but is not large enough to meaningfully sway shareholder sentiment.

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^*

Kennedy Patrick J.

(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)
	VP-General Counsel & Secy

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		3,304(1)	A	$0.00	30,822	D
Common Shares	07/01/2025		F		1,500(2)	D	$64.48	29,322	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. A long-term performance share award was granted on June 24, 2022 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2025. On June 23, 2025, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2025.

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	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many WOR shares did Patrick J. Kennedy acquire on July 1, 2025?

He acquired 3,304 common shares through a performance share payout.

Why were 1,500 Worthington Enterprises shares disposed of at $64.48?

The shares were withheld to satisfy tax obligations upon vesting of restricted stock.

What is Patrick J. Kennedy’s current WOR shareholding after these transactions?

His direct ownership now totals 29,322 shares.

Were any derivative securities involved in this Form 4 filing for WOR?

No derivative securities were reported in the filing.

Does the Form 4 suggest an open-market sale by the insider?

No. The only disposition was an automatic tax-withholding transaction, not a discretionary market sale.