Large owner Mcconnell John P/Oh exercised 141,163 shares at a strike of $23.72 and sold $8,209,011 worth of shares (141,163 units at $58.15) (SEC Form 4)
$WOR
Steel/Iron Ore
Industrials
| 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). | |||||||||||||||||
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2024 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $27.35 | 05/07/2024 | M | 26,753 | 06/30/2015(10) | 06/30/2024 | Common Shares | 26,753 | $0.00 | 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 | $0.00 | 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 | $0.00 | 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 | $0.00 | 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 $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. |
| /s/Patrick J. Kennedy, as attorney-in fact for John P. McConnell | 07/21/2026 | |
| ** 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) | ||