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

Rhea-AI Filing Summary

Worthington Enterprises director Mark C. Davis was granted 2,815 restricted common shares on 09/25/2025 under the companys 2025 Equity Plan for Non-Employee Directors. The award was reported on Form 4 by an attorney-in-fact on 09/26/2025. The restricted shares carry a reported price of $0.00, reflecting a grant rather than a market purchase, 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. Davis is shown as beneficially owning 47,294 shares directly.

Positive

• 2,815 restricted shares granted to a director, indicating alignment of director compensation with shareholder interests
• Clear vesting conditions (earlier of one-year anniversary or next annual meeting) provided in the filing
• Post-grant beneficial ownership disclosed: 47,294 shares owned following the award

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director equity grant that aligns director compensation with shareholder interests, not a market transaction.

The Form 4 discloses a non-employee director restricted stock award of 2,815 shares that vests on time- or event-based conditions. This is standard governance practice to retain and incent board members and to align their interests with shareholders. The grant price of $0.00 indicates an equity award rather than a purchased security. There is no indication of accelerated vesting or unusual terms in the filing text provided.

Securities Compliance Analyst

TL;DR: Filing appears complete for a Form 4 reporting a director grant; no corrective amendment indicated.

The filing names the reporting person, relationship (director), transaction date (09/25/2025), and post-transaction beneficial ownership (47,294 shares). The explanatory note describes standard vesting tied to the first anniversary or next annual meeting. Signature executed by attorney-in-fact is included with date. No additional derivative or purchase details are reported, consistent with a restricted stock award disclosure.

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^*

DAVIS MARK C

(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	47,294	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 Mark C. Davis	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 change did Mark C. Davis report on Form 4 for WOR?

He reported a grant of 2,815 restricted common shares on 09/25/2025, increasing his beneficial ownership to 47,294 shares.

What are the vesting terms of the restricted shares granted to the WOR director?

The restricted shares vest on the earlier of the first anniversary of the grant date or the date of the next annual shareholders meeting.

Was the directors award a purchase or a grant according to the Form 4?

The transaction is reported with a price of $0.00, indicating it was an equity grant (restricted stock), not a market purchase.

Who signed the Form 4 for Mark C. Davis?

The Form 4 was signed by Patrick J. Kennedy, as attorney-in-fact for Mark C. Davis on 09/26/2025.