Form 4 for WOR WORTHINGTON ENTERPRISES, INC.
Accepted 2024-04-03 00:00:00 ET · period of report 2024-04-01 · accession 0000950170-24-041052 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-04-03 | 2024-04-01+ | WOR | ROSE B ANDREW | Pres, CEO | M - OptEx | $26.03 | +136.1K | 473.1K | +40% | +$3.54M |
| DM | 2024-04-03 | 2024-04-01+ | WOR | ROSE B ANDREW | Pres, CEO | S - Sale+OE | $60.20 | -136.1K | 506.9K | -21% | -$8.19M |
| DM | 2024-04-03 | 2024-04-01+ | WOR | ROSE B ANDREW | Pres, CEO | M - OptEx | $0.00 | -136.1K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2024-04-02 | M | A | 18,068 | $24.73 | 455,766 | D | — | — | |
| 2 | Common | Common Shares | 2024-04-02 | M | A | 42,491 | $23.47 | 498,257 | D | — | — | |
| 3 | Common | Common Shares | 2024-04-02 | S | D | 248 | $59.46 | 498,009 | D | — | — | (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. |
| 4 | Common | Common Shares | 2024-04-02 | S | D | 60,311 | $58.86 | 437,698 | D | — | — | (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. |
| 5 | Common | Common Shares | 2024-04-01 | M | A | 14,163 | $27.35 | 451,861 | D | — | — | (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. |
| 6 | Common | Common Shares | 2024-04-01 | S | D | 69,180 | $61.20 | 437,698 | D | — | — | (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. |
| 7 | Common | Common Shares | 2024-04-01 | M | A | 18,098 | $30.35 | 491,204 | D | — | — | |
| 8 | Common | Common Shares | 2024-04-01 | M | A | 18,098 | $27.27 | 509,302 | D | — | — | |
| 9 | Common | Common Shares | 2024-04-01 | M | A | 3,964 | $24.73 | 513,266 | D | — | — | |
| 10 | Common | Common Shares | 2024-04-01 | S | D | 6,388 | $62.03 | 506,878 | D | — | — | (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. |
| 11 | Common | Common Shares | 2024-04-01 | M | A | 21,245 | $26.88 | 473,106 | D | — | — | |
| 12 | Derivative | Employee Non-Qualified Stock Option (Right to Buy) | 2024-04-01 | M | D | 18,098 | $0.00 | 0 | D | $27.27 · 2019-06-28 to 2028-06-28 | 18,098 Common Shares | (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. (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. |
| 13 | Derivative | Employee Non-Qualified Stock Option (Right to Buy) | 2024-04-01 | M | D | 3,964 | $0.00 | 18,068 | D | $24.73 · 2020-06-27 to 2029-06-27 | 3,964 Common Shares | (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. (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. |
| 14 | Derivative | Employee Non-Qualified Stock Option (Right to Buy) | 2024-04-01 | M | D | 18,098 | $0.00 | 0 | D | $30.35 · 2018-06-29 to 2027-06-29 | 18,098 Common Shares | (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. (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. |
| 15 | Derivative | Employee Non-Qualified Stock Option (Right to Buy) | 2024-04-01 | M | D | 21,245 | $0.00 | 0 | D | $26.88 · 2017-06-30 to 2026-06-30 | 21,245 Common Shares | (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. (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. |
| 16 | Derivative | Employee non-qualified stock option (right to buy) | 2024-04-02 | M | D | 18,068 | $0.00 | 0 | D | $24.73 · 2020-06-27 to 2029-06-27 | 18,068 Common Shares | (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. (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. |
| 17 | Derivative | Employee Non-Qualified Stock Option (Right to Buy) | 2024-04-01 | M | D | 14,163 | $0.00 | 0 | D | $27.35 · 2015-06-30 to 2024-06-30 | 14,163 Common Shares | (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. |
| 18 | Derivative | Employee non-qualified stock option (right to buy) | 2024-04-02 | M | D | 42,491 | $0.00 | 0 | D | $23.47 · 2021-06-25 to 2030-06-25 | 42,491 Common Shares | (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. (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. |