B. Andrew Rose - Apr 1, 2024 Form 4 Insider Report for WORTHINGTON ENTERPRISES, INC. (WOR)

Signature
/s/Patrick J. Kennedy, as attorney-in-fact for B. Andrew Rose
Stock symbol
WOR
Transactions as of
Apr 1, 2024
Transactions value $
-$4,651,370
Form type
4
Date filed
4/3/2024, 04:09 PM
Previous filing
Sep 28, 2023
Next filing
Jun 26, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WOR Common Shares Options Exercise $387K +14.2K +3.24% $27.35* 452K Apr 1, 2024 Direct F1, F2
transaction WOR Common Shares Options Exercise $571K +21.2K +4.7% $26.88* 473K Apr 1, 2024 Direct
transaction WOR Common Shares Options Exercise $549K +18.1K +3.83% $30.35* 491K Apr 1, 2024 Direct
transaction WOR Common Shares Options Exercise $494K +18.1K +3.68% $27.27* 509K Apr 1, 2024 Direct
transaction WOR Common Shares Options Exercise $98K +3.96K +0.78% $24.73* 513K Apr 1, 2024 Direct
transaction WOR Common Shares Sale -$396K -6.39K -1.24% $62.03 507K Apr 1, 2024 Direct F3
transaction WOR Common Shares Sale -$4.23M -69.2K -13.65% $61.20 438K Apr 1, 2024 Direct F4
transaction WOR Common Shares Options Exercise $447K +18.1K +4.13% $24.73* 456K Apr 2, 2024 Direct
transaction WOR Common Shares Options Exercise $997K +42.5K +9.32% $23.47* 498K Apr 2, 2024 Direct
transaction WOR Common Shares Sale -$14.7K -248 -0.05% $59.46 498K Apr 2, 2024 Direct F5
transaction WOR Common Shares Sale -$3.55M -60.3K -12.11% $58.86 438K Apr 2, 2024 Direct F6
holding WOR Common Shares 10.7K Apr 1, 2024 Custodian for daugher, Sydney Rose
holding WOR Common Shares 10.7K Apr 1, 2024 by Hannah Rose, daughter

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WOR Employee Non-Qualified Stock Option (Right to Buy) Options Exercise $0 -14.2K -100% $0.00* 0 Apr 1, 2024 Common Shares 14.2K $27.35 Direct F7, F8
transaction WOR Employee Non-Qualified Stock Option (Right to Buy) Options Exercise $0 -21.2K -100% $0.00* 0 Apr 1, 2024 Common Shares 21.2K $26.88 Direct F7, F9
transaction WOR Employee Non-Qualified Stock Option (Right to Buy) Options Exercise $0 -18.1K -100% $0.00* 0 Apr 1, 2024 Common Shares 18.1K $30.35 Direct F7, F10
transaction WOR Employee Non-Qualified Stock Option (Right to Buy) Options Exercise $0 -18.1K -100% $0.00* 0 Apr 1, 2024 Common Shares 18.1K $27.27 Direct F7, F11
transaction WOR Employee Non-Qualified Stock Option (Right to Buy) Options Exercise $0 -3.96K -17.99% $0.00 18.1K Apr 1, 2024 Common Shares 3.96K $24.73 Direct F7, F12
transaction WOR Employee non-qualified stock option (right to buy) Options Exercise $0 -18.1K -100% $0.00* 0 Apr 2, 2024 Common Shares 18.1K $24.73 Direct F7, F12
transaction WOR Employee non-qualified stock option (right to buy) Options Exercise $0 -42.5K -100% $0.00* 0 Apr 2, 2024 Common Shares 42.5K $23.47 Direct F7, F13
holding WOR Employee Non-Qualified Stock Option (Right to Buy) 26.6K Apr 1, 2024 Common Shares 26.6K $38.25 Direct F7, F14
holding WOR Employee Non-Qualified Stock Option (Right to Buy) 40K Apr 1, 2024 Common Shares 40K $29.48 Direct F7, F15
holding WOR Employee Non-Qualified Stock Option (Right to Buy) 26.1K Apr 1, 2024 Common Shares 26.1K $44.15 Direct F7, F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.
F12 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.
F13 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.
F14 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.
F15 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.
F16 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.