Stock-Based Compensation

3 Months Ended

Aug. 31, 2025

Share-Based Payment Arrangement [Abstract]

Note I – Stock-Based Compensation

Service-Based Restricted Common Shares

During the three months ended August 31, 2025, we granted an aggregate of 63,330 service-based restricted common shares under our stock-based compensation plans, which cliff vest three years from the grant date. The weighted average grant date fair value of these restricted common shares, based on the weighted average closing price of the underlying common shares on the grant date, was $63.05 per share, or $3,993 in total, and will be recognized on a straight-line basis over the three-year vesting period, net of any forfeitures.

Market-Based Restricted Common Shares

On June 30, 2025, we granted market-based restricted common shares covering an aggregate of 92,500 common shares (at target levels) to certain members of executive management. Vesting of the awards is contingent on the achievement of specified levels of ATSR over a three-year service period ending June 30, 2028, in which annualized ATSR must exceed a threshold level in order to be satisfied. The fair value of these market-based restricted common shares was estimated using a Monte-Carlo simulation model that incorporates key assumptions such as the risk-free interest rate, expected volatility and expected dividends. Compensation expense is recognized on a straight-line basis over the three-year vesting period, net of forfeitures, regardless of whether the market condition is satisfied. The estimated grant date fair value of these market-based restricted common shares was $45.39 per common share or $4,199 in total (at target levels).

The following assumptions were used to determine the grant date fair value for our market-based restricted common shares during the three months ended August 31, 2025.


Dividend yield	1.19	%
Expected volatility	38.00	%
Risk-free interest rate	3.68	%

Performance Shares

Performance shares awarded under our stock-based compensation plans are earned based on the level of achievement with respect to a set of measurement criteria for corporate and business unit targets. The awards generally cover three-year performance periods ending May 31, 2026, 2027, and 2028.

These performance share awards will be paid, to the extent earned, in common shares in the fiscal quarter following the end of the applicable performance period. The fair values of our performance shares are determined by the closing market prices of the underlying common shares at the respective grant dates of the performance shares and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued. The ultimate pre-tax stock-based compensation expense to be recognized over the performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved. During the three months ended August 31, 2025, we granted performance share awards covering an aggregate of 53,130 common shares (at target levels). The aggregate grant-date fair value at target for these performance shares is $3,395, which will be recognized over the performance period and adjusted based on our periodic assessment of the probability of achieving the performance targets. The ultimate pre-tax stock-based compensation expense to be recognized over the performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved.

WORTHINGTON ENTERPRISES, INC. 10-Q