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

Rhea-AI Filing Summary

The reporting person, Michael J. Endres, a director of Worthington Enterprises, Inc. (WOR), reported two transactions on 09/25/2025. He was granted 4,035 restricted shares under the Worthington 2025 Equity Plan for Non-Employee Directors; those shares vest on the earlier of the first anniversary of the grant date or the next annual shareholders meeting. Separately, he acquired 10,000 common shares at a price of $52.95, bringing his direct beneficial ownership to 95,524 shares. The Form 4 was signed by an attorney-in-fact on 09/26/2025.

Positive

• Director purchase of 10,000 shares at $52.95 increases direct ownership to 95,524 shares, signaling insider confidence
• Grant of 4,035 restricted shares aligns the director's interests with shareholders and vests within a short, transparent period

Negative

• None.

Insights

Securities Analyst

TL;DR: Director purchased shares and received a standard restricted-stock award, modestly increasing direct ownership.

The Form 4 discloses a routine director equity grant and a market purchase by the director. The 4,035 restricted shares vest on a near-term schedule (one year or next annual meeting), which indicates standard alignment of director compensation with shareholder interests. The 10,000-share purchase at $52.95 is an outright acquisition that increases direct ownership to 95,524 shares. These actions are customary and typically viewed as neutral-to-mildly positive signals about insider sentiment, but the filing does not include information on transaction size relative to total outstanding shares or any change in control or material corporate action.

Corporate Governance Specialist

TL;DR: Compensation and purchase follow standard governance practices; vesting terms are short and clearly disclosed.

The restricted stock award was granted under the company's 2025 Equity Plan for Non-Employee Directors with vesting tied to a one-year horizon or the next annual meeting, which is a common retention and alignment mechanism. The Form 4 shows direct filings and provides clear attribution of ownership form and vesting conditions. There is no indication of accelerated vesting, special treatment, or related-party transactions beyond normal director compensation and open-market buying.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

ENDRES MICHAEL J

(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		4,035(1)	A	$0.00	85,524	D
Common Shares	09/25/2025		P		10,000	A	$52.95	95,524	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 Michael J. Endres	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.
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FAQ

What insider transactions did WOR director Michael J. Endres report on 09/25/2025?

He was granted 4,035 restricted shares under the 2025 Equity Plan and purchased 10,000 common shares at $52.95.

When do the restricted shares granted to Michael J. Endres 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.

How many shares does Michael J. Endres beneficially own after the transactions?

He beneficially owns 95,524 common shares following the reported transactions.

Under what plan were the restricted shares granted?

The award was granted pursuant to the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors.

Who signed the Form 4 filing for Michael J. Endres?

Patrick J. Kennedy, as attorney-in-fact for Michael J. Endres, signed the form on 09/26/2025.