Worthington Enterprises Holder Exercises Option for 42,491 Shares

The transaction record also reports zero remaining shares under the exercised option and indirect share positions across trusts and custodial accounts.

Rhea-AI Filing Summary

Worthington Enterprises, Inc. ten-percent owner John P. McConnell exercised a non-qualified option for 42,491 common shares on September 28, 2026, at an exercise price of $24.73 per share; the reported option balance afterward was 0. That day, he sold 39,325 shares at a weighted-average price of $60.48, with sale prices from $59.94 to $60.93, and 3,166 shares at a weighted-average price of $59.75, with sale prices from $59.61 to $59.92. No Rule 10b5-1 plan is reported.

Indirect positions reported as of September 28, 2026 included 12,415,982 shares by JMAC, Inc.; 2,428,312 by the Porter Rardin Trust for John P. McConnell and Margaret Kollis; 8,173 held by John P. McConnell as custodian for C.R. McConnell; 7,343 held by spouse Amy McConnell as custodian for Luke A. Edmonds; 118,000 by The McConnell Family Trust; 255,875 by The Margaret R. McConnell Trust for Margaret Kollis; 25,224 listed for the Worthington Industries, Inc. Deferred Profit Sharing Plan, with its related note citing plan-statement data dated June 30, 2026; and 44,250 by McConnell LAE Trust, an irrevocable trust for his spouse’s son.

Insider Trade Summary

Exercise and Sale: 42,491 shares ($1.52M approx. pre-tax spread)

Exercise and Sale 12 txns

Insider MCCONNELL JOHN P/OH

Role 10% Owner

Sold 42,491 shs ($2.57M)

Approx. gross sale proceeds $2.57M

Approx. exercise cost $1.05M

Approx. pre-tax spread $1.52M

Type	Security	Shares	Price	Value
Exercise	Non-qualified stock option (right to buy) F5	42,491	$0.00	$0.00
Exercise	Common Shares	42,491	$24.73	$1.05M
Sale	Common Shares F1	39,325	$60.48	$2.38M
Sale	Common Shares F2	3,166	$59.75	$189K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares F3	--	--	--
holding	Common Shares F4	--	--	--

Holdings After Transaction: Non-qualified stock option (right to buy) — 0 contracts (Direct); Common Shares — 1,335,648 shares (Direct); Common Shares — 12,415,982 shares (Indirect, By JMAC, Inc.); Common Shares — 2,428,312 shares (Indirect, By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis); Common Shares — 8,173 shares (Indirect, As custodian for his son, C.R. McConnell); Common Shares — 7,343 shares (Indirect, By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds); Common Shares — 118,000 shares (Indirect, By The McConnell Family Trust); Common Shares — 255,875 shares (Indirect, By The Margaret R. McConnell Trust f/b/o Margaret Kollis); Common Shares — 25,224 shares (Indirect, By the Worthington Industries, Inc. Deferred Profit Sharing Plan); Common Shares — 44,250 shares (Indirect, By McConnell LAE Trust)

Footnotes (5)

1. F1. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $59.94 to $60.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
2. F2. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $59.61 to $59.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
3. F3. Amount listed is the most up-to-date information available regarding holdings under the Worthington Enterprises, Inc. 401(k) Plan and is based on a plan statement dated as of June 30, 2026.
4. F4. These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust.
5. F5. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/27/2021 and 6/27/2022.

Key Figures

Underlying shares acquired: 42,491 common shares Exercise price: $24.73 per share First sale: 39,325 shares at a $60.48 weighted-average price per share +4 more

7 metrics

Underlying shares acquired 42,491 common shares Option exercise on September 28, 2026

Exercise price $24.73 per share Option exercised September 28, 2026

First sale 39,325 shares at a $60.48 weighted-average price per share September 28, 2026; transaction prices ranged from $59.94 to $60.93

Second sale 3,166 shares at a $59.75 weighted-average price per share September 28, 2026; transaction prices ranged from $59.61 to $59.92

Remaining option shares 0 shares Reported after the September 28, 2026 exercise

JMAC, Inc. indirect holding 12,415,982 shares Reported as of September 28, 2026

Porter Rardin Trust indirect holding 2,428,312 shares Reported as of September 28, 2026

Key Terms

Non-qualified stock option, weighted average price, vested, 2010 Stock Option Plan, +1 more

5 terms

Non-qualified stock option technical

"This non-qualified stock option"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

weighted average price financial

"The price reported is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

vested technical

"the first day any portion of the option vested"

2010 Stock Option Plan technical

"Worthington Industries, Inc. 2010 Stock Option Plan"

irrevocable trust technical

"held in an irrevocable trust"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WOR shares did John P. McConnell sell, and at what prices?

On September 28, 2026, he sold 39,325 shares at a weighted-average price of $60.48, with transaction prices ranging from $59.94 to $60.93, inclusive, and 3,166 shares at a weighted-average price of $59.75, with transaction prices ranging from $59.61 to $59.92, inclusive. No Rule 10b5-1 plan is reported.

When did John P. McConnell’s WOR option vest?

The option was granted under the Worthington Industries, Inc. 2010 Stock Option Plan. June 27, 2020 was listed as the first day any portion vested, with additional portions of 33.33% of the option vesting annually on June 27, 2021 and June 27, 2022.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 10:21 AM Accepted by SEC EDGAR 09/29/2026 - 10:21 AM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCCONNELL JOHN P/OH

(Last) (First) (Middle)

200 OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS OHIO 43085

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2026

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

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

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

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	09/28/2026		M		42,491	A	$24.73	1,378,139	D
Common Shares	09/28/2026		S		39,325	D	$60.48(1)	1,338,814	D
Common Shares	09/28/2026		S		3,166	D	$59.75(2)	1,335,648	D
Common Shares								12,415,982	I	By JMAC, Inc.
Common Shares								2,428,312	I	By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis
Common Shares								8,173	I	As custodian for his son, C.R. McConnell
Common Shares								7,343	I	By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds
Common Shares								118,000	I	By The McConnell Family Trust
Common Shares								255,875	I	By The Margaret R. McConnell Trust f/b/o Margaret Kollis
Common Shares								25,224(3)	I	By the Worthington Industries, Inc. Deferred Profit Sharing Plan
Common Shares								44,250	I	By McConnell LAE Trust(4)

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
Non-qualified stock option (right to buy)	$24.73	09/28/2026		M			42,491	06/27/2020(5)	09/29/2026	Common Shares	42,491	$0.00	0	D

Explanation of Responses:

1. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $59.94 to $60.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.

2. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $59.61 to $59.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.

3. Amount listed is the most up-to-date information available regarding holdings under the Worthington Enterprises, Inc. 401(k) Plan and is based on a plan statement dated as of June 30, 2026.

4. These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust.

5. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/27/2021 and 6/27/2022.

	/s/Patrick J. Kennedy, as attorney-in fact for John P. McConnell	09/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)