Worthington (WOR) director granted restricted stock and makes small open-market purchase

Rhea-AI Filing Summary

John H. McConnell II, a director of Worthington Enterprises (WOR), received restricted common stock and executed a small open-market purchase, increasing his reported holdings. The director was granted 2,815 restricted shares under the companys 2025 Equity Plan for Non-Employee Directors; those shares vest on the earlier of the first anniversary of the grant or the next annual meeting. He also purchased 45 shares at $53.31 and now reports 37,675.38 shares directly beneficially owned, with an additional 253.88 shares held indirectly by spouse and prior dividend reinvestment activity included in totals.

Positive

• 2,815 restricted shares granted under the 2025 Equity Plan, aligning director compensation with shareholder interests
• Open-market purchase of 45 shares at $53.31 increases the directors direct ownership, indicating continued insider investment
• Dividend reinvestment activity included in the beneficial ownership total, showing ongoing accumulation

Negative

• None.

Insights

Financial Analyst

TL;DR: Director compensation and a small open-market buy modestly increased insider ownership, signaling standard alignment with shareholders.

The restricted stock award is routine director compensation, structured to vest on time- or event-based conditions, which aligns management incentives with long-term shareholder value without immediate sale pressure.

The 45-share purchase at $53.31 is immaterial in size relative to total holdings but shows continued insider purchase activity, while dividend reinvestment has modestly increased reported shares over time.

Corporate Governance Expert

TL;DR: Governance practice appears standard: equity grants to non-employee directors with typical vesting and disclosure.

The award under the 2025 Equity Plan with a one-year or next-meeting vesting condition is a common governance mechanism to retain independent directors and align incentives. Disclosure is complete regarding direct and indirect holdings, including spouse-held shares and dividend reinvestment, supporting transparency.

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^*

McConnell John H II

(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	37,630.38(2)	D
Common Shares	09/25/2025		P		45	A	$53.31	37,675.38	D
Common Shares								253.88	I	By Spouse

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.

2. Includes the issuer's common shares acquired since the reporting person's prior Form 4 through a dividend reinvestment program that is exempt from Section 16 pursuant to Rule 16a-11.

	/s/Patrick J. Kennedy, as attorney-in-fact for John H. McConnell II	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 transactions by WOR insider John H. McConnell II are reported on this Form 4?

The Form 4 reports a grant of 2,815 restricted common shares and an open-market purchase of 45 shares at $53.31.

When do the restricted shares awarded to the WOR director vest?

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

How many WOR shares does John H. McConnell II beneficially own after these transactions?

The report shows 37,675.38 shares directly beneficially owned and 253.88 shares indirectly beneficially owned (by spouse), totaling reflected ownership.

Does the Form 4 disclosure include shares acquired through dividend reinvestment?

Yes. The filing states that certain common shares were acquired via a dividend reinvestment program and are included in the beneficial ownership total.

Is the restricted stock grant part of a specific plan at WOR?

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