Sec Form 4 Filing - ROSE B ANDREW @ WORTHINGTON ENTERPRISES, INC. - 2024-04-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROSE B ANDREW 2. Issuer Name and Ticker or Trading Symbol WORTHINGTON ENTERPRISES, INC. [ WOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 200 WEST OLD WILSON BRIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2024 (Street) COLUMBUS, OH43085 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/01/2024 M 14,163 A $ 27.35 451,861 ( 1 ) ( 2 ) D Common Shares 04/01/2024 M 21,245 A $ 26.88 473,106 D Common Shares 04/01/2024 M 18,098 A $ 30.35 491,204 D Common Shares 04/01/2024 M 18,098 A $ 27.27 509,302 D Common Shares 04/01/2024 M 3,964 A $ 24.73 513,266 D Common Shares 04/01/2024 S 6,388 D $ 62.03 ( 3 ) 506,878 D Common Shares 04/01/2024 S 69,180 D $ 61.2 ( 4 ) 437,698 D Common Shares 04/02/2024 M 18,068 A $ 24.73 455,766 D Common Shares 04/02/2024 M 42,491 A $ 23.47 498,257 D Common Shares 04/02/2024 S 248 D $ 59.46 ( 5 ) 498,009 D Common Shares 04/02/2024 S 60,311 D $ 58.86 ( 6 ) 437,698 D Common Shares 10,665 I Custodian for daugher, Sydney Rose Common Shares 10,665 I by Hannah Rose, daughter

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 27.35 04/01/2024 M 14,163 06/30/2015( 8 ) 06/30/2024 Common Shares 14,163 $ 0 0 D Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 26.88 04/01/2024 M 21,245 06/30/2017( 9 ) 06/30/2026 Common Shares 21,245 $ 0 0 D Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 30.35 04/01/2024 M 18,098 06/29/2018( 10 ) 06/29/2027 Common Shares 18,098 $ 0 0 D Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 27.27 04/01/2024 M 18,098 06/28/2019( 11 ) 06/28/2028 Common Shares 18,098 $ 0 0 D Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 24.73 04/01/2024 M 3,964 06/27/2020( 12 ) 06/27/2029 Common Shares 3,964 $ 0 18,068 D Employee non-qualified stock option (right to buy) ( 7 ) $ 24.73 04/02/2024 M 18,068 06/27/2020( 12 ) 06/27/2029 Common Shares 18,068 $ 0 0 D Employee non-qualified stock option (right to buy) ( 7 ) $ 23.47 04/02/2024 M 42,491 06/25/2021( 13 ) 06/25/2030 Common Shares 42,491 $ 0 0 D Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 38.25 06/25/2022( 14 ) 06/25/2031 Common Shares 26,596 26,596 D Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 29.48 06/24/2023( 15 ) 06/24/2032 Common Shares 39,973 39,973 D Employee Non-Qualified Stock Option (Right to Buy) ( 7 ) $ 44.15 06/30/2024( 16 ) 06/30/2033 Common Shares 26,124 26,124 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSE B ANDREW 200 WEST OLD WILSON BRIDGE ROAD COLUMBUS, OH43085 President & CEO Signatures /s/Patrick J. Kennedy, as attorney-in-fact for B. Andrew Rose 04/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Since the date of the reporting person's last ownership report, the reporting person transferred 31,731 common shares of Worthington Enterprises, Inc. (the "Issuer") to the reporting person's ex-spouse pursuant to a domestic relations order. ( 2 )Holdings that were previously reported on Form 4 of the reporting person have been adjusted in connection with the spin-off of Worthington Steel, Inc. by the Issuer on December 1, 2023 (the "Spin-Off"). Pursuant to the Employee Matters Agreement, dated November 30, 2023, entered into by and between the Issuer and Worthington Steel, Inc. in connection with the Spin-Off (the "EMA"), the number of unvested restricted common shares held by the reporting person immediately before the Spin-Off was adjusted to preserve the intrinsic value of such award following the Spin-Off. Accordingly, each unvested restricted common share before the Spin-Off was adjusted by a factor of 1.57375 to determine the number of unvested restricted common shares on a post-Spin-Off basis. Each adjusted restricted common stock award otherwise retained substantially the same terms and conditions as were in effect before the Spin-Off. ( 3 )The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $61.745 to $62.235, 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, 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 $60.745 to $61.735, 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, 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 $59.440 to $59.465, 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, 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 $58.420 to $59.410, 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, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth. ( 7 )Pursuant to the EMA, the exercise price and the number of common shares underlying each unvested stock option and each vested but unexercised stock option held by the reporting person immediately before the Spin-Off was adjusted to preserve the intrinsic value of such award following the Spin-Off. Accordingly, each common share underlying such awards before the Spin-Off was adjusted by a factor of 1.57375 and the exercise price of such awards was adjusted by a factor of 0.63543 to determine the number of underlying common shares and the exercise price of such awards on a post-Spin-Off basis. Each adjusted stock option award otherwise retained substantially the same terms and conditions as were in effect before the Spin-Off. ( 8 )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. ( 9 )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. ( 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 6/29/2019 and 6/29/2020. ( 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 6/28/2020 and 6/28/2021. ( 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 6/27/2021 and 6/27/2022. ( 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 will vest. Additional portions of 33.33% of the option vest annually on 6/25/2022 and 6/25/2023. ( 14 )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 on 6/25/2023 and will vest on 6/25/2024. This stock option is being reported solely for purposes of disclosing the corresponding exercise price and underlying common shares as a result of the adjustments associated with the Spin-Off, as described in Footnote 7. ( 15 )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 will vest on 6/24/2024 and 6/24/2025. This stock option is being reported solely for purposes of disclosing the corresponding exercise price and underlying common shares as a result of the adjustments associated with the Spin-Off, as described in Footnote 7. ( 16 )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 will vest. Additional portions of 33.33% of the option will vest on 6/30/2025 and 6/30/2026. This stock option is being reported solely for purposes of disclosing the corresponding exercise price and underlying common shares as a result of the adjustments associated with the Spin-Off, as described in Footnote 7.

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