[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Paul G. Heller, a director of Worthington Enterprises, Inc. (WOR), was granted 2,815 restricted common shares on 09/25/2025 under the 2025 Equity Plan for Non-Employee Directors. These restricted shares carry no purchase price and will vest on the earlier of the first anniversary of the grant date or the date of the next annual shareholders meeting. After the grant, Mr. Heller beneficially owns 9,115 common shares. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Heller on 09/26/2025.

Positive

• Director alignment: 2,815 restricted shares granted to a non-employee director to align interests with shareholders
• Clear vesting terms: vesting triggers are explicit—earlier of one year or next annual meeting
• Disclosure compliance: transaction and updated beneficial ownership are reported on Form 4 with signature

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received routine equity compensation aligned with typical non-employee director plans.

The grant of 2,815 restricted shares to a non-employee director is a standard practice to align director incentives with shareholder interests. The vesting condition—earlier of one year or next annual meeting—reflects customary retention and alignment criteria for board service. The post-grant beneficial ownership of 9,115 shares provides modest alignment but is not indicative of control or major ownership. No derivative or disposition activity is reported.

Securities Compliance Analyst

TL;DR: Filing discloses a non-derivative award with clear vesting terms and appropriate Section 16 reporting.

The Form 4 documents a non-derivative grant and reports the updated beneficial ownership. Timing of the Form 4 filing and the included explanation satisfy disclosure norms for insider transactions. There are no exercise prices, dispositions, or indirect ownership complexities disclosed that would raise immediate compliance concerns.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Heller Paul G

(Last) (First) (Middle)

200 WEST OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS OH 43085

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/25/2025		A		2,815(1)	A	$0.00	9,115	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors. The restricted stock will vest on the earlier to occur of (1) the first anniversary of the grant date; or (2) the date on which the next Annual Meeting of Shareholders of Worthington Enterprises, Inc. is held.

	/s/Patrick J. Kennedy, as attorney-in-fact for Paul G. Heller	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Paul G. Heller report on the Form 4 for WOR?

He reported a grant of 2,815 restricted common shares on 09/25/2025 under the 2025 Equity Plan for Non-Employee Directors.

How many shares does Paul G. Heller beneficially own after the grant?

Following the reported transaction, he beneficially owns 9,115 common shares.

When do the restricted shares vest?

The restricted shares vest on the earlier of the first anniversary of the grant date or the date of the next Annual Meeting of Shareholders.

Was there any purchase price for the awarded restricted shares?

No. The transaction is reported with a $0.00 price, indicating the shares were granted rather than purchased.

Who signed the Form 4 filing for Paul G. Heller?

The Form 4 was signed by Patrick J. Kennedy as attorney-in-fact for Paul G. Heller on 09/26/2025.