WORTHINGTON ENTERPRISES, INC.

,

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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WORTHINGTON ENTERPRISES, INC.

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Dear Fellow Shareholders:

On behalf of the Board of Directors of Worthington Enterprises, Inc. (“we”, “our” and “us”), I cordially invite you to participate via live webcast in our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, September 23, 2025, beginning at 3:00 p.m., Eastern Daylight Time. The Annual Meeting will be a virtual meeting of shareholders which means that you will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/WOR2025. You willnot be able to attend the Annual Meeting in person.

Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, which you are urged to read carefully. If you are a registered shareholder participating in the Annual Meeting via the live webcast, you may revoke your proxy and vote during the Annual Meeting, even if you have previously submitted a proxy.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders via the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) to our shareholders of record at the close of business on July 29, 2025. At the same time, we provided those shareholders with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our shareholders via the Internet will allow us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice of Availability, you will not receive a printed copy of the proxy materials unless you request them by following the instructions for requesting such proxy materials contained in the Notice of Availability.

It is important that your common shares be represented at the Annual Meeting whether or not you are able to participate via the live webcast. Accordingly, after reading the accompanying proxy materials, please promptly submit your proxy by telephone, Internet, mobile device or mail as described in the Proxy Statement or the Notice of Availability.

Your continuing interest in our company is greatly appreciated.

Sincerely,

John B. Blystone

Chairman of the Board

August 13, 2025

Notice of Annual Meeting of Shareholders to be Held on September 23, 2025

Notice is hereby given that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Worthington Enterprises, Inc. (“we”, “our” and “us”) will be held at 3:00 p.m., Eastern Daylight Time, on Tuesday, September 23, 2025. Shareholders of record at the close of business on the record date, July 29, 2025, are entitled to notice of, and to vote at, the Annual Meeting.

The Annual Meeting will be held virtually, meaning that you will be able to participate in the Annual Meeting, and vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/WOR2025. You willnot be able to attend the Annual Meeting in person.

The Annual Meeting is being held to:

(1)

Elect four directors, each to serve for a term of three years to expire at our 2028 annual meeting of shareholders;

(2)

Approve, on an advisory basis, a resolution to approve the compensation of our named executive officers;

(3)

Approve the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors;

(4)

Ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2026; and

(5)

Transact such other business as may properly come before the Annual Meeting.

We began mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) on or about August 13, 2025 to shareholders of record at the close of business on July 29, 2025. The Notice of Availability contains instructions on how to access via the Internet this Notice of Annual Meeting of Shareholders, our 2025 Proxy Statement, our 2025 Annual Report and the form of proxy, as well as instructions on how to request a paper copy of the proxy materials.

By Order of the Board of Directors,

WORTHINGTON ENTERPRISES, INC.

200 West Old Wilson Bridge Road

Columbus, Ohio 43085

(614) 438-3210

www.worthingtonenterprises.com

2025 PROXY STATEMENT

Dated: August 13, 2025

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held On September 23, 2025

Table of Contents

Helpful Resources

Where You Can Find More Information 1

1 The uniform resource locators, or URLs, noted above and elsewhere in this Proxy Statement are references only and do not incorporate information from any website into this Proxy Statement.

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