Major holder McConnell reports 35.1% Worthington (WOR) stake in new 13D/A

Rhea-AI Filing Summary

Worthington Enterprises, Inc. shareholder John P. McConnell filed Amendment No. 17 to update his beneficial ownership of the company’s common shares. Based on Worthington’s Form 10-Q, he beneficially owns 17,330,872 common shares, or 35.1% of the common shares outstanding as of April 6, 2026.

The stake includes 171,064 shares he can acquire through currently exercisable stock options, as well as large indirect holdings through family entities and trusts. McConnell reports sole voting and dispositive power over 14,329,967 shares and shared voting or dispositive power over additional shares. His percentage ownership has increased by less than one percent since his prior amendment and he states he has not formulated current plans or proposals regarding Worthington’s securities, though he may buy or sell shares over time as he deems appropriate.

Key Figures

Beneficial ownership: 17,330,872 shares Ownership percentage: 35.1% Shares outstanding: 49,212,994 shares +5 more

8 metrics

Beneficial ownership 17,330,872 shares Common shares beneficially owned by McConnell as of April 6, 2026

Ownership percentage 35.1% Percent of Worthington common shares outstanding as of April 6, 2026

Shares outstanding 49,212,994 shares Worthington common shares outstanding as of April 6, 2026

Exercisable options 171,064 shares Shares McConnell can acquire via currently exercisable stock options

JMAC holdings 12,415,982 shares Common shares held of record by JMAC, Inc.; 25.2% of outstanding

Sole voting power 14,329,967 shares Shares over which McConnell has sole voting power

Shared dispositive power 3,000,905 shares Shares over which McConnell may share dispositive power

Shared voting power 174,593 shares Shares over which McConnell shares voting power

Key Terms

beneficial ownership, sole voting power, dispositive power, independent corporate trustee, +2 more

6 terms

beneficial ownership financial

"Based on the Latest Filing, Mr. McConnell had beneficial ownership of 17,330,872 Common Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole voting power financial

"Number of Common Shares as to which Mr. McConnell has: (i) Sole power to vote or to direct the vote"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"(iii) Sole power to dispose or to direct the disposition of ... (iv) Shared power to dispose or to direct the disposition of"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

independent corporate trustee financial

"Includes 2,428,312 Common Shares held by an independent corporate trustee in trust for the benefit of Mr. McConnell and his sister"

irrevocable trust financial

"Includes an aggregate of 398,000 Common Shares held in four separate irrevocable trusts"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

Schedule 13D/A financial

"Mr. McConnell is voluntarily filing this Amendment No. 17 to to update his holdings"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

WORTHINGTON ENTERPRISES, INC.

(Name of Issuer)

Common Shares, Without Par Value

(Title of Class of Securities)

981811102

(CUSIP Number)

Patrick J. Kennedy
200 West Old Wilson Bridge Road,
Columbus, OH, 43085
(614) 840-3355

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 981811102

1

Name of reporting person

John P. McConnell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

OHIO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 14,329,967.00
8	Shared Voting Power 174,593.00
9	Sole Dispositive Power 14,329,967.00
10	Shared Dispositive Power 3,000,905.00

11

Aggregate amount beneficially owned by each reporting person

17,330,872.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, Without Par Value
(b)	Name of Issuer: WORTHINGTON ENTERPRISES, INC.
(c)	Address of Issuer's Principal Executive Offices: 200 W. OLD WILSON BRIDGE ROAD, COLUMBUS, OHIO , 43085.
Item 2.	Identity and Background
(a)	John P. McConnell
(b)	JMAC, Inc. 200 West Nationwide Boulevard Columbus, Ohio 43215
(c)	Mr. McConnell formerly served as a director and the Chairman of the Board of Worthington Enterprises, Inc. ("Worthington Enterprises"), an industrial manufacturing company. The address of the principal executive offices of Worthington Enterprises is 200 West Old Wilson Bridge Road, Columbus, OH 43085.
(d)	During the last five years, Mr. McConnell has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, Mr. McConnell has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	Please see Item 4 and Item 5 of this Schedule 13D/A.
Item 4.	Purpose of Transaction
	On May 12, 2008, Mr. McConnell filed his initial Schedule 13D to report that he had become the beneficial owner (for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than five percent of the outstanding Common Shares of Worthington Industries, Inc. ("Worthington Industries"). Worthington Industries changed its name to Worthington Enterprises on December 1, 2023. References herein to "Worthington Industries" and "Worthington Enterprises" are to the same entity as its name existed in the relevant period. References herein to "Common Shares" are to the common shares of the entity known as Worthington Industries or Worthington Enterprises, as applicable for the relevant period. On January 29, 2010, Mr. McConnell filed Amendment No. 1 to Schedule 13D to report that, in connection with the sale by Mr. McConnell of Common Shares in a series of open market transactions, Mr. McConnell's beneficial ownership of the outstanding Common Shares had decreased by more than one percent. On January 20, 2011, Mr. McConnell filed Amendment No. 2 to Schedule 13D to update his holdings of Common Shares and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of the outstanding Common Shares had increased by more than one percent. On May 12, 2011, Mr. McConnell filed Amendment No. 3 to Schedule 13D to update his holdings of Common Shares and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent. On February 10, 2012, Mr. McConnell filed Amendment No. 4 to Schedule 13D to update his holdings of Common Shares as a result of the sale by the Estate of John H. McConnell, as to which Mr. McConnell served as a co-executor, of Common Shares, in open market sales, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On February 13, 2013, Mr. McConnell filed Amendment No. 5 to Schedule 13D to update his holdings of Common Shares and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On July 3, 2014, Mr. McConnell filed Amendment No. 6 to Schedule 13D to update his holdings of Common Shares, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On June 9, 2015, Mr. McConnell filed Amendment No. 7 to Schedule 13D to update his holdings of Common Shares, and to report that, in connection with a decrease in the aggregate number of outstanding Common Shares, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased by more than one percent; as well as to report that as part of Mr. McConnell's indirect ownership, Common Shares previously held by JDEL, Inc. were transferred to JMAC, Inc., a private investment company substantially owned, directly or indirectly, by Mr. McConnell and members of his family, as a result of the merger, effective at 11:59 p.m., Eastern Daylight Time, on April 30, 2015, of JDEL, Inc. with and into JMAC, Inc., with JMAC, Inc. being the surviving entity of the merger. The directors of JMAC, Inc. have granted Mr. McConnell sole voting and dispositive power with respect to these Common Shares. On March 24, 2016, Mr. McConnell filed Amendment No. 8 to Schedule 13D to update his holdings of the Common Shares, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On July 9, 2018, Mr. McConnell filed Amendment No. 9 to Schedule 13D to update his holdings of the Common Shares, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On April 1, 2020, Mr. McConnell filed Amendment No. 10 to Schedule 13D to update his holdings of the Common Shares, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On April 12, 2021, Mr. McConnell filed Amendment No. 11 to Schedule 13D to update his holdings of the Common Shares, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On November 12, 2021, Mr. McConnell filed Amendment No. 12 to Schedule 13D to update his holdings of the Common Shares, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On May 5, 2022, Mr. McConnell filed Amendment No. 13 to Schedule 13D to update his holdings of the Common Shares, and to report that, in connection with repurchases by Worthington Industries of its Common Shares pursuant to its previously authorized stock buyback program, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had increased. On May 3, 2023, Mr. McConnell filed Amendment No. 14 to Schedule 13D to update his holdings of the Common Shares, and to report that Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had decreased. On April 5, 2024, Mr. McConnell filed Amendment No. 15 to Schedule 13D to update his holdings of the Common Shares, and to report that Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares had decreased. On April 10, 2025, Mr. McConnell filed Amendment No. 16 to Schedule 13D to update his holdings of the Common Shares had increased by less than one percent. Mr. McConnell is voluntarily filing this Amendment No. 17 to Schedule 13D to update his holdings of the Common Shares. Since his Amendment No. 16 to Schedule 13D was filed on April 10, 2025, Mr. McConnell's beneficial ownership of Common Shares as a percentage of the outstanding Common Shares has increased by less than one percent. Mr. McConnell served as a director of Worthington Industries/Worthington Enterprises from 1990 until his retirement in 2023. During that time, Mr. McConnell's ownership of the Common Shares was publicly reported on Forms 3 and 4 filed with the Securities and Exchange Commission (the "Commission"), and was disclosed annually in Worthington Industries/Worthington Enterprises' definitive proxy statements filed with the Commission and made available to its shareholders. Although Mr. McConnell has not formulated any current plans or proposals relating to securities of Worthington Enterprises other than as described in this Schedule 13D/A, he may from time to time acquire or dispose of Common Shares and/or other securities of Worthington Enterprises if and when he deems it appropriate. Mr. McConnell may formulate other plans or proposals relating to securities of Worthington Enterprises to the extent deemed advisable in light of general market and economic conditions, investment policies, the prospects of Worthington Enterprises and various other factors.
Item 5.	Interest in Securities of the Issuer
(a)	In its quarterly report on Form 10-Q for the fiscal quarter ended February 28, 2026, filed with the Commission on April 9, 2026 (the "Latest Filing"). Worthington Enterprises reported that, as of April 6, 2026, it had 49,212,994 Common Shares outstanding. Based on the Latest Filing, Mr. McConnell had beneficial ownership of 17,330,872 Common Shares (35.1% of the Common Shares outstanding as of April 6, 2026), including 171,064 Common Shares that Mr. McConnell has the right to acquire upon the exercise of stock options which are currently exercisable or will first become exercisable within 60 days of April 6, 2026. The percent of the outstanding Common Shares is based upon the sum of (i) 49,212,994 Common Shares outstanding as of April 6, 2026 and (ii) 171,064 Common Shares that Mr. McConnell has the right to acquire upon the exercise of stock options which are currently exercisable or will first become exercisable within 60 days of April 6, 2026. Please see the footnotes to Item 5(b) below for information regarding Mr. McConnell's beneficial ownership of the Common Shares.
(b)	Number of Common Shares as to which Mr. McConnell has: (i) Sole power to vote or to direct the vote: 14,329,967 (1) (ii) Shared power to vote or to direct the vote: 174,593 (2) (iii) Sole power to dispose or to direct the disposition of: 14,329,967 (1) (iv) Shared power to dispose or to direct the disposition of: 3,000,905 (2) (3) (1) Includes 171,064 Common Shares which Mr. McConnell has the right to acquire upon the exercise of stock options which are currently exercisable or will first become exercisable within 60 days of April 6, 2026. As of April 6, 2026, all of the stock options covering these 171,064 Common Shares were in-the-money. Includes 25,225 Common Shares held in the Worthington Industries, Inc. Deferred Profit Sharing Plan. Includes 12,415,982 Common Shares held of record by JMAC, Inc., an Ohio corporation ("JMAC"). The directors of JMAC have granted Mr. McConnell sole voting power and sole dispositive power with respect to these 12,415,982 Common Shares. JMAC has the right to receive the dividends from, and the proceeds from the sale of, such 12,415,982 Common Shares. Includes 8,173 Common Shares held by Mr. McConnell as custodian for his son. Includes 118,000 Common Shares held by The McConnell Family Trust of which Mr. McConnell is co-trustee and has sole voting power and sole dispositive power. Includes 255,875 Common Shares held by the Margaret R. McConnell Trust f/b/o Margaret Kollis of which Mr. McConnell is trustee and has sole voting power and sole dispositive power. (2) Includes 123,000 Common Shares held in The McConnell Educational Foundation for the benefit of third parties of which Mr. McConnell is one of three trustees and shares voting power and shares dispositive power. Mr. McConnell disclaims beneficial ownership of these 123,000 Common Shares. Includes 7,343 Common Shares held by Mr. McConnell's wife as custodian for her son. For purposes of Rule 13d-3 under the Exchange Act, Mr. McConnell may be deemed to hold shared voting power and shared dispositive power over such 7,343 Common Shares. Includes 44,250 Common Shares held in the McConnell 2020 LAE Trust, an irrevocable trust for the benefit of the son of Mr. McConnell's wife as to which she serves as the trustee. For purposes of Rule 13d-3 under the Exchange Act, Mr. McConnell may be deemed to hold shared voting power and shared dispositive power over such 44,250 Common Shares. (3) Includes 2,428,312 Common Shares held by an independent corporate trustee in trust for the benefit of Mr. McConnell and his sister. The independent corporate trustee has voting power and dispositive power over such Common Shares; however, the trustee's investment decisions are subject to the prior approval or disapproval of Mr. McConnell and, accordingly, Mr. McConnell may be deemed to "share" dispositive power with the independent corporate trustee. Mr. McConnell has the right to change the trustee; however, any successor trustee appointed by Mr. McConnell must be an independent corporate trustee. Includes an aggregate of 398,000 Common Shares held in four separate irrevocable trusts (with each irrevocable trust holding 99,500 Common Shares), with each such irrevocable trust having the same independent individual trustee who is not related to Mr. McConnell. The independent individual trustee has voting power and dispositive power over such Common Shares; however, Mr. McConnell has the right to reacquire assets of each trust by substituting property of an equivalent value. Accordingly, Mr. McConnell may be deemed to "share" dispositive power with the independent individual trustee.
(c)	Not applicable.
(d)	As described in Item 5(b) above, Mr. McConnell may be deemed to beneficially own certain Common Shares that are held of record by other persons. In such instances, such other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Shares. With respect to record owners of more than five percent of the Common Shares, as described in Item 5(b) above, JMAC, Inc. has the right to receive the dividends from and the proceeds from the sale of the 12,415,982 Common Shares (25.2% of the Common Shares outstanding as of April 6, 2026) that are held of record by JMAC, Inc. and included in Mr. McConnell's beneficial ownership within this Schedule 13D/A.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Please see Item 5(b) of this Schedule 13D/A for a description of Mr. McConnell's voting power and dispositive power with respect to the Common Shares. Except as set forth in this Schedule 13D/A, Mr. McConnell does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Worthington Enterprises, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

John P. McConnell

Signature:	/s/John P. McConnell
Name/Title:	Former Director and Chairman of the Board
Date:	04/10/2026

FAQ

How many Worthington Enterprises (WOR) shares does John P. McConnell currently beneficially own?

John P. McConnell beneficially owns 17,330,872 Worthington Enterprises common shares, representing 35.1% of the common shares outstanding as of April 6, 2026. This figure includes direct, indirect, and option-based holdings reported in his Schedule 13D/A Amendment No. 17.

What percentage of Worthington Enterprises (WOR) does JMAC, Inc. hold for John P. McConnell?

JMAC, Inc. holds 12,415,982 Worthington Enterprises common shares, equal to 25.2% of the common shares outstanding as of April 6, 2026. McConnell has sole voting and dispositive power over these shares, while JMAC receives dividends and sale proceeds.

How many Worthington Enterprises (WOR) shares are outstanding in John P. McConnell’s latest filing?

Worthington Enterprises reported 49,212,994 common shares outstanding as of April 6, 2026 in its Form 10-Q. McConnell’s 35.1% beneficial stake is calculated using this outstanding share count plus 171,064 shares underlying currently exercisable stock options.

How much of John P. McConnell’s Worthington Enterprises (WOR) stake comes from stock options?

McConnell’s beneficial ownership includes 171,064 Worthington Enterprises common shares that he may acquire by exercising stock options that are currently exercisable or will become exercisable within 60 days of April 6, 2026. All these options were in-the-money as of that date.

Has John P. McConnell changed his plans for Worthington Enterprises (WOR) in this amendment?

In Amendment No. 17, McConnell states he has no current plans or proposals relating to Worthington Enterprises securities beyond what is described. He may acquire or dispose of common shares over time, depending on conditions and his investment considerations.

How has John P. McConnell’s ownership in Worthington Enterprises (WOR) changed since his last amendment?

Since Amendment No. 16 filed on April 10, 2025, McConnell’s beneficial ownership percentage has increased by less than one percent. Amendment No. 17 is a voluntary update to reflect his current holdings and ownership structure across direct holdings, options, and related entities.