Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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McConnell John H II
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2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [WOR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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200 WEST OLD WILSON BRIDGE ROAD
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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COLUMBUS
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OH
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43085
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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McConnell John H II
200 WEST OLD WILSON BRIDGE ROAD
COLUMBUS, OH43085
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Signatures
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/s/Patrick J. Kennedy, as attorney-in-fact for John H. McConnell II
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2024-07-03
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan ("Plan"), contributions to participants' bookkeeping accounts may be treated as invested in theoretical common shares of the issuer ("Phantom Stock"), with any portion of an account credited to Phantom Stock to remain credited thereto until distributed in accordance with the terms of the Plan, including following the participant ceasing to be employed by the issuer. In connection with the reporting person ceasing to be employed by the issuer, the Phantom Stock in the reporting person's Plan account became distributable on July 1, 2024. Under the Plan, the Phantom Stock is paid in whole common shares and any fractional common shares are paid in cash. Accordingly, on July 1, 2024, the reporting person received 9 common shares and cash in lieu of 0.8 common shares, and, on July 2, 2024, the reporting person received 14 common shares and cash in lieu of 0.3 common shares.
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(2)
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Includes the issuer's common shares acquired since the reporting person's prior Form 4 through a dividend reinvestment program that is exempt from Section 16 pursuant to Rule 16a-11.
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(3)
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The Phantom Stock credited to the reporting person under the Plan tracks the issuer's common shares on a one-for-one basis.
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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.
Worthington Enterprises Inc.