SEC Form 4 · accession 0001193125-26-309869

WORTHINGTON ENTERPRISES, INC. · WOR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John P/oh McConnell

10% Owner

Period of report

May 7, 2024

Accepted (ET)

Jul 21, 2026 · 12:36 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0000108516

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares	May 7, 2024	M	26,753	$27.35	A	1,362,401	D
Common Shares^F1	May 7, 2024	S	18,061	$58.79	D	1,344,340	D
Common Shares^F2	May 7, 2024	S	8,692	$59.91	D	1,335,648	D
Common Shares	May 13, 2025	M	55,081	$19.65	A	1,390,729	D
Common Shares^F3	May 13, 2025	S	54,745	$61.04	D	1,335,984	D
Common Shares^F4	May 13, 2025	S	336	$61.41	D	1,335,648	D
Common Shares	Jun 26, 2026	M	41,704	$26.88	A	1,377,352	D
Common Shares^F5	Jun 26, 2026	S	38,965	$55.82	D	1,338,387	D
Common Shares^F6	Jun 26, 2026	S	2,739	$56.35	D	1,335,648	D
Common Shares	Jul 1, 2026	M	17,625	$23.47	A	1,353,273	D
Common Shares^F7	Jul 1, 2026	S	17,625	$53.04	D	1,335,648	D
Common Shares	holding	—	—		—	12,415,982	I	By JMAC, Inc.
Common Shares	holding	—	—		—	2,428,312	I	By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis
Common Shares	holding	—	—		—	8,173	I	As custodian for his son, C.R. McConnell
Common Shares	holding	—	—		—	7,343	I	By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds
Common Shares	holding	—	—		—	118,000	I	By The McConnell Family Trust
Common Shares	holding	—	—		—	255,875	I	By The Margaret R. McConnell Trust f/b/o Margaret Kollis
Common Shares^F8	holding	—	—		—	25,224	I	By the Worthington Industries, Inc. Deferred Profit Sharing Plan
Common Shares^F9	holding	—	—		—	44,250	I	By McConnell LAE Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-qualified stock option (right to buy)^F10	$27.35	May 7, 2024	M	26,753	D	Jun 30, 2015	Jun 30, 2024	Common Shares	26,753	D
Non-qualified stock option (right to buy)^F11	$19.65	May 13, 2025	M	55,081	D	Jun 26, 2016	Jun 26, 2025	Common Shares	55,081	D
Non-qualified stock option (right to buy)^F12	$26.88	Jun 26, 2026	M	41,704	D	Jun 30, 2017	Jun 30, 2026	Common Shares	41,704	D
Non-qualified stock option (right to buy)^F13	$23.47	Jul 1, 2026	M	17,625	D	Jun 25, 2021	Sep 29, 2026	Common Shares	17,625	D

Explanation of responses

F1The 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.
F10This 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.
F11This 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.
F12This 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.
F13This 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.
F2The 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.
F3The 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.
F4The 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.
F5The 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.
F6The 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.
F7The 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.
F8Amount 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.
F9These 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.