0000950170-24-041052.txt : 20240403 0000950170-24-041052.hdr.sgml : 20240403 20240403160943 ACCESSION NUMBER: 0000950170-24-041052 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240403 DATE AS OF CHANGE: 20240403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSE B ANDREW CENTRAL INDEX KEY: 0001451048 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 24818771 MAIL ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON ENTERPRISES, INC. CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 200 W. OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 200 W. OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 4 1 ownership.xml 4 X0508 4 2024-04-01 0000108516 WORTHINGTON ENTERPRISES, INC. WOR 0001451048 ROSE B ANDREW 200 WEST OLD WILSON BRIDGE ROAD COLUMBUS OH 43085 false true false false President & CEO false Common Shares 2024-04-01 4 M false 14163 27.35 A 451861 D Common Shares 2024-04-01 4 M false 21245 26.88 A 473106 D Common Shares 2024-04-01 4 M false 18098 30.35 A 491204 D Common Shares 2024-04-01 4 M false 18098 27.27 A 509302 D Common Shares 2024-04-01 4 M false 3964 24.73 A 513266 D Common Shares 2024-04-01 4 S false 6388 62.03 D 506878 D Common Shares 2024-04-01 4 S false 69180 61.20 D 437698 D Common Shares 2024-04-02 4 M false 18068 24.73 A 455766 D Common Shares 2024-04-02 4 M false 42491 23.47 A 498257 D Common Shares 2024-04-02 4 S false 248 59.46 D 498009 D Common Shares 2024-04-02 4 S false 60311 58.86 D 437698 D Common Shares 10665 I Custodian for daugher, Sydney Rose Common Shares 10665 I by Hannah Rose, daughter Employee Non-Qualified Stock Option (Right to Buy) 27.35 2024-04-01 4 M false 14163 0.00 D 2015-06-30 2024-06-30 Common Shares 14163 0 D Employee Non-Qualified Stock Option (Right to Buy) 26.88 2024-04-01 4 M false 21245 0.00 D 2017-06-30 2026-06-30 Common Shares 21245 0 D Employee Non-Qualified Stock Option (Right to Buy) 30.35 2024-04-01 4 M false 18098 0.00 D 2018-06-29 2027-06-29 Common Shares 18098 0 D Employee Non-Qualified Stock Option (Right to Buy) 27.27 2024-04-01 4 M false 18098 0.00 D 2019-06-28 2028-06-28 Common Shares 18098 0 D Employee Non-Qualified Stock Option (Right to Buy) 24.73 2024-04-01 4 M false 3964 0.00 D 2020-06-27 2029-06-27 Common Shares 3964 18068 D Employee non-qualified stock option (right to buy) 24.73 2024-04-02 4 M false 18068 0.00 D 2020-06-27 2029-06-27 Common Shares 18068 0 D Employee non-qualified stock option (right to buy) 23.47 2024-04-02 4 M false 42491 0.00 D 2021-06-25 2030-06-25 Common Shares 42491 0 D Employee Non-Qualified Stock Option (Right to Buy) 38.25 2022-06-25 2031-06-25 Common Shares 26596 26596 D Employee Non-Qualified Stock Option (Right to Buy) 29.48 2023-06-24 2032-06-24 Common Shares 39973 39973 D Employee Non-Qualified Stock Option (Right to Buy) 44.15 2024-06-30 2033-06-30 Common Shares 26124 26124 D 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. /s/Patrick J. Kennedy, as attorney-in-fact for B. Andrew Rose 2024-04-03