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Filing Details

Accession Number:: 0000950170-24-041052
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-04-03 16:09:43
Reporting Period:: 2024-04-01

Accepted Time:: 2024-04-03 16:09:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
108516	Worthington Enterprises Inc.	WOR	Steel Works, Blast Furnaces & Rolling & Finishing Mills (3310)	311189815

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1451048	Andrew B Rose	200 West Old Wilson Bridge Road Columbus OH 43085	President & Ceo	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Shares	Acquisiton	2024-04-01	14,163	$27.35	451,861	No	4	M	Direct
Common Shares	Acquisiton	2024-04-01	21,245	$26.88	473,106	No	4	M	Direct
Common Shares	Acquisiton	2024-04-01	18,098	$30.35	491,204	No	4	M	Direct
Common Shares	Acquisiton	2024-04-01	18,098	$27.27	509,302	No	4	M	Direct
Common Shares	Acquisiton	2024-04-01	3,964	$24.73	513,266	No	4	M	Direct
Common Shares	Disposition	2024-04-01	6,388	$62.03	506,878	No	4	S	Direct
Common Shares	Disposition	2024-04-01	69,180	$61.20	437,698	No	4	S	Direct
Common Shares	Acquisiton	2024-04-02	18,068	$24.73	455,766	No	4	M	Direct
Common Shares	Acquisiton	2024-04-02	42,491	$23.47	498,257	No	4	M	Direct
Common Shares	Disposition	2024-04-02	248	$59.46	498,009	No	4	S	Direct
Common Shares	Disposition	2024-04-02	60,311	$58.86	437,698	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	Disposition	2024-04-01	14,163	$0.00	14,163	$27.35
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	Disposition	2024-04-01	21,245	$0.00	21,245	$26.88
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	Disposition	2024-04-01	18,098	$0.00	18,098	$30.35
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	Disposition	2024-04-01	18,098	$0.00	18,098	$27.27
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	Disposition	2024-04-01	3,964	$0.00	3,964	$24.73
Common Shares	Employee non-qualified stock option (right to buy)	Disposition	2024-04-02	18,068	$0.00	18,068	$24.73
Common Shares	Employee non-qualified stock option (right to buy)	Disposition	2024-04-02	42,491	$0.00	42,491	$23.47

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2015-06-30	2024-06-30	No	4	M	Direct
0	2017-06-30	2026-06-30	No	4	M	Direct
0	2018-06-29	2027-06-29	No	4	M	Direct
0	2019-06-28	2028-06-28	No	4	M	Direct
18,068	2020-06-27	2029-06-27	No	4	M	Direct
0	2020-06-27	2029-06-27	No	4	M	Direct
0	2021-06-25	2030-06-25	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares	10,665	Indirect	Custodian for daugher, Sydney Rose
Common Shares	10,665	Indirect	by Hannah Rose, daughter

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	$38.25	2022-06-25	2031-06-25	26,596	26,596	Direct
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	$29.48	2023-06-24	2032-06-24	39,973	39,973	Direct
Common Shares	Employee Non-Qualified Stock Option (Right to Buy)	$44.15	2024-06-30	2033-06-30	26,124	26,124	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2031-06-25	26,596	26,596	Direct
2032-06-24	39,973	39,973	Direct
2033-06-30	26,124	26,124	Direct

Footnotes

Since the date of the reporting person's last ownership report, the reporting person transferred 31,731 common shares of Worthington Enterprises, Inc. (the "Issuer") to the reporting person's ex-spouse pursuant to a domestic relations order.
Holdings that were previously reported on Form 4 of the reporting person have been adjusted in connection with the spin-off of Worthington Steel, Inc. by the Issuer on December 1, 2023 (the "Spin-Off"). Pursuant to the Employee Matters Agreement, dated November 30, 2023, entered into by and between the Issuer and Worthington Steel, Inc. in connection with the Spin-Off (the "EMA"), the number of unvested restricted common shares held by the reporting person immediately before the Spin-Off was adjusted to preserve the intrinsic value of such award following the Spin-Off. Accordingly, each unvested restricted common share before the Spin-Off was adjusted by a factor of 1.57375 to determine the number of unvested restricted common shares on a post-Spin-Off basis. Each adjusted restricted common stock award otherwise retained substantially the same terms and conditions as were in effect before the Spin-Off.
The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $61.745 to $62.235, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $60.745 to $61.735, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $59.440 to $59.465, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $58.420 to $59.410, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
Pursuant to the EMA, the exercise price and the number of common shares underlying each unvested stock option and each vested but unexercised stock option held by the reporting person immediately before the Spin-Off was adjusted to preserve the intrinsic value of such award following the Spin-Off. Accordingly, each common share underlying such awards before the Spin-Off was adjusted by a factor of 1.57375 and the exercise price of such awards was adjusted by a factor of 0.63543 to determine the number of underlying common shares and the exercise price of such awards on a post-Spin-Off basis. Each adjusted stock option award otherwise retained substantially the same terms and conditions as were in effect before the Spin-Off.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2016 and 6/30/2017.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2018 and 6/30/2019.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/29/2019 and 6/29/2020.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/28/2020 and 6/28/2021.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/27/2021 and 6/27/2022.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 6/25/2022 and 6/25/2023.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested on 6/25/2023 and will vest on 6/25/2024. This stock option is being reported solely for purposes of disclosing the corresponding exercise price and underlying common shares as a result of the adjustments associated with the Spin-Off, as described in Footnote 7.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option will vest on 6/24/2024 and 6/24/2025. This stock option is being reported solely for purposes of disclosing the corresponding exercise price and underlying common shares as a result of the adjustments associated with the Spin-Off, as described in Footnote 7.
This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option will vest on 6/30/2025 and 6/30/2026. This stock option is being reported solely for purposes of disclosing the corresponding exercise price and underlying common shares as a result of the adjustments associated with the Spin-Off, as described in Footnote 7.