Form 4: Worthington Enterprises CFO Receives Significant Restricted Stock Awards, Manages Tax Obligations

Sentiment:

Insider Transaction Report


Worthington Enterprises' VP & Chief Financial Officer, Colin J. Souza, reported the acquisition of restricted stock awards under the company's long-term incentive plan and the disposition of shares to cover tax withholding obligations.

Summary

  • Colin J. Souza, VP & Chief Financial Officer of Worthington Enterprises, Inc. (WOR), reported multiple transactions involving common shares.
  • On June 26, 2025, Souza was granted 2,110 shares of restricted stock, which are scheduled to vest on the third anniversary of the grant date.
  • On the same date, he received an additional 550 shares of restricted stock, set to vest on the second anniversary of the grant date.
  • Also on June 26, 2025, Souza was granted 270 shares of restricted stock, which will vest on the first anniversary of the grant date.
  • All restricted stock awards were granted at a price of $0.00 per share pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan.
  • On June 27, 2025, Souza disposed of 282 common shares at a price of $63.81 per share; these shares were withheld to satisfy tax withholding obligations upon the vesting of restricted stock.
  • Following these reported transactions, Souza directly beneficially owns 18,400 common shares.
  • Additionally, Souza indirectly beneficially owns 1.4 common shares through a 401(k) plan, based on a statement dated May 30, 2025.

Sentiment

Score: 7

Explanation: The filing indicates the grant of significant restricted stock awards to a key executive, aligning their interests with long-term company performance. The disposition of shares is a routine event for tax withholding upon vesting, which is neutral.

Positives

  • The grant of 2,930 restricted common shares (2,110 + 550 + 270) to the VP & Chief Financial Officer aligns management's interests with long-term shareholder value.
  • The awards are part of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan, indicating a structured approach to executive compensation and retention.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Executive Compensation PolicyGrant of restricted stock awards to the VP & Chief Financial Officer under the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan, designed to align executive incentives with long-term shareholder value.06/26/2025Strengthens executive alignment with long-term company performance and shareholder interests.

Stakeholder Impact

  • Shareholders: Increased alignment of executive interests with long-term company performance due to the grant of restricted stock awards.
  • Employees: Reflects the company's ongoing use of long-term incentive plans for key personnel, which can contribute to retention and motivation.

Next Steps

  • Vesting of 270 restricted common shares on the first anniversary of the grant date (June 26, 2026).
  • Vesting of 550 restricted common shares on the second anniversary of the grant date (June 26, 2027).
  • Vesting of 2,110 restricted common shares on the third anniversary of the grant date (June 26, 2028).

Key Dates

DateDescription
05/30/2025Date of the 401(k) statement used for indirect beneficial ownership calculation.
06/26/2025Date of restricted stock awards granted to Colin J. Souza under the 2024 Long-Term Incentive Plan.
06/27/2025Date shares were disposed of to satisfy tax withholding obligations upon restricted stock vesting.
06/30/2025Signature date of the Form 4 filing.
06/26/2026Estimated vesting date for 270 restricted common shares (first anniversary of grant).
06/26/2027Estimated vesting date for 550 restricted common shares (second anniversary of grant).
06/26/2028Estimated vesting date for 2,110 restricted common shares (third anniversary of grant).

Recommendation

hold

Keywords

Worthington Enterprises, WOR, SEC Form 4, insider trading, restricted stock, executive compensation, Colin J. Souza, stock award, tax withholding, long-term incentive plan

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