Kennedy Patrick J. 4

What Happened Patrick J. Kennedy, VP‑General Counsel & Secretary of Worthington Enterprises, received a 1,138-share long‑term performance award on July 7, 2026 (reporting code A; reported acquisition at $0.00). Simultaneously, 508 shares were withheld (reporting code F) at $53.09 per share to satisfy tax withholding obligations, a disposition valued at approximately $26,970. These actions reflect the vesting/payout of a multi‑year performance award rather than an open‑market purchase or a voluntary sale.

Key Details

• Transaction dates: July 7, 2026 (report filed July 8, 2026).
• Award: 1,138 shares granted/issued (reported at $0.00 acquisition price).
• Withholding: 508 shares withheld at $53.09 each to cover taxes; total ≈ $26,970.
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 — award was a long‑term performance share granted June 30, 2023 under the company’s LTIP and approved for payout by the Compensation Committee on June 22, 2026; F2 — the 508 shares represent withholding to satisfy tax obligations upon vesting.
• Filing timeliness: filing appears timely (transaction 7/7/2026; Form 4 filed 7/8/2026).

Context This was the settlement/vesting of a performance‑based award covering the three‑year period ending May 31, 2026; the payout was approved by the Compensation Committee and is not an open‑market trade signal. The share withholding to cover taxes is a routine cashless withholding and common when restricted or performance shares vest. No market purchase was made and no discretionary sale by the insider (beyond withholding) was reported.