Worthington Enterprises Inc.

07/21/2026 | Press release | Distributed by Public on 07/21/2026 10:37

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCCONNELL JOHN P/OH
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)
(Last) (First) (Middle)
200 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024
(Street)
COLUMBUS, OH 43085
4. If Amendment, Date 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
(City) (State) (Zip)
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 05/07/2024 M 26,753 A $27.35 1,362,401 D
Common Shares 05/07/2024 S 18,061 D $58.79(1) 1,344,340 D
Common Shares 05/07/2024 S 8,692 D $59.91(2) 1,335,648 D
Common Shares 05/13/2025 M 55,081 A $19.65 1,390,729 D
Common Shares 05/13/2025 S 54,745 D $61.04(3) 1,335,984 D
Common Shares 05/13/2025 S 336 D $61.41(4) 1,335,648 D
Common Shares 06/26/2026 M 41,704 A $26.88 1,377,352 D
Common Shares 06/26/2026 S 38,965 D $55.82(5) 1,338,387 D
Common Shares 06/26/2026 S 2,739 D $56.35(6) 1,335,648 D
Common Shares 07/01/2026 M 17,625 A $23.47 1,353,273 D
Common Shares 07/01/2026 S 17,625 D $53.04(7) 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(8) I By the Worthington Industries, Inc. Deferred Profit Sharing Plan
Common Shares 44,250 I By McConnell LAE Trust(9)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $27.35 05/07/2024 M 26,753 06/30/2015(10) 06/30/2024 Common Shares 26,753 $ 0 0 D
Non-qualified stock option (right to buy) $19.65 05/13/2025 M 55,081 06/26/2016(11) 06/26/2025 Common Shares 55,081 $ 0 0 D
Non-qualified stock option (right to buy) $26.88 06/26/2026 M 41,704 06/30/2017(12) 06/30/2026 Common Shares 41,704 $ 0 0 D
Non-qualified stock option (right to buy) $23.47 07/01/2026 M 17,625 06/25/2021(13) 09/29/2026 Common Shares 17,625 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCONNELL JOHN P/OH
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
X

Signatures

/s/Patrick J. Kennedy, as attorney-in fact for John P. McConnell 07/21/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $58.38 to $59.37, 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 $59.40 to $60.17, 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) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $60.41 to $61.40, 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.
(4) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $61.41 to $61.50, 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.
(5) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $55.21 to $56.18, 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.
(6) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $56.21 to $56.57, 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.
(7) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $53.00 to $53.19, 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.
(8) 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.
(9) 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.
(10) 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 6/30/2016 and 6/30/2017.
(11) 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 6/26/2017 and 6/26/2018.
(12) 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 6/30/2018 and 6/30/2019.
(13) 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 6/25/2022 and 6/25/2023.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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