Rose B Andrew Form 4 WORTHINGTON ENTERPRISES / B ANDREW ROSE ownership change

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

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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^*

ROSE B ANDREW

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

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	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 (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
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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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

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.

	/s/Patrick J. Kennedy, as attorney-in-fact for B. Andrew Rose	04/03/2024
	** Signature of Reporting Person	Date
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