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