WORTHINGTON ENTERPRISES, INC.

This summary highlights information about Worthington Enterprises, Inc., an Ohio corporation (formerly known as Worthington Industries, Inc.), and, where appropriate, its subsidiaries (“we”, our”, “us” or the “Company”) and certain information contained elsewhere in this 2024 Proxy Statement (this “Proxy Statement”) for our annual meeting of shareholders to be held on Tuesday, September 24, 2024, beginning at 3:00 p.m., Eastern Daylight Time (the “Annual Meeting”). This summary does not contain all of the information that you should consider in voting the common shares, no par value, of the Company (the “common shares”) that you hold, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding our performance for the fiscal year ended May 31, 2024 ("fiscal 2024”), please review our Annual Report on Form 10-K for fiscal 2024 (the “2024 Form 10-K”) filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) on July 30, 2024. All references in this Proxy Statement to a fiscal year are to our fiscal year ended or ending on May 31 of the year identified. Other than the common shares, we do not have any outstanding voting securities.

Virtual Meeting: The Annual Meeting will be a virtual meeting, 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 visitingwww.virtualshareholdermeeting.com/WOR2024. You willnot be able to attend the Annual Meeting in person.

How to Cast Your Vote:

Voting Matters and Board Recommendations

Our Board of Directors (the “Board”) recommends that shareholders entitled to vote at the Annual Meeting vote as follows:

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Director Nominees and Continuing Directors

The following table provides summary information about the four director nominees and the seven continuing directors. Additional information about each individual’s experience, qualifications, attributes and skills can be found in the “Proposal 1: Election of Directors” section in this Proxy Statement.

• Denotes Committee Chair

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Commitment to Shareholders / Governance

We have long operated under a strong corporate philosophy rooted in the Golden Rule with earning money for our shareholders and increasing the value of their investment as our first corporate goal. Consistent with this philosophy and our culture, we are committed to high ethical standards and sound corporate governance practices.

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Fiscal 2024 Business Performance and Executive Compensation Program Highlights

Fiscal 2024 was a transformative year for us, despite a challenging operating environment that included higher input costs and continued inflationary cost pressures. Notwithstanding the challenging environment, management has continued to do an outstanding job executing our strategies. During fiscal 2024, our teams delivered a significant transformation of our businesses, and better positioned us for long-term growth, as they executed on the following transformational initiatives:

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On December 1, 2023, we completed the separation of Worthington Steel, Inc. ("WS"), our former steel processing business via a tax-free spin-off (the “Separation”). We expect that the Separation will unlock greater shareholder value for both companies by allowing us to focus on and invest in our unique growth opportunities.

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In connection with the Separation, we rebranded with a new identity to reflect our evolution as a business focused on driving accelerated growth through innovation, transformation and acquisitions. As a part of the rebranding, we changed our name to Worthington Enterprises, Inc.

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On December 6, 2023, we used the proceeds received from WS in connection with the Separation to pay off in full the $150 million principal senior unsecured notes that were scheduled to mature in August 2024.

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On February 1, 2024, we acquired an 80% ownership stake in an affiliate of Halo Products Group, an asset-light business with technology-enabled solutions in the outdoor cooking space.

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On May 29, 2024, we formed a new unconsolidated joint venture, of which we own 49%, that is comprised of our former Sustainable Energy Solutions segment.

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On June 3, 2024, we acquired Hexagon Ragasco ("Ragasco"), a leading manufacturer of composite propane cylinders located in Norway.

Consistent with our compensation philosophy, annual incentive compensation earned by our senior executives continued to move in the direction of our results. As a result of a relatively strong performance in fiscal 2024, annual cash incentive bonuses for our senior executives were up compared to the prior year, with Corporate (i.e., our aggregate performance as opposed to segment performance) paying out at 141% of target, following a payout of 100% of target for fiscal 2023, while segment-based payouts ranged from 95% to 132% of target in fiscal 2024 and 84% to 95% of target in fiscal 2023.

The solid results also had a positive impact on long-term performance awards for the three-fiscal-year period ended with fiscal 2024. These awards paid out at 200% of target for Corporate, while segment-based payouts ranged from 100% to 200% of target in fiscal 2024. This followed the three-fiscal-year period ended with fiscal 2023, which had similar payouts due to our strong performances in fiscal 2023 and fiscal 2022. For a discussion of the treatment of the incentive compensation awards granted by us before, and remaining outstanding at, the Separation, see the “Compensation Discussion and Analysis – Treatment of Incentive Compensation Awards in Connection with the Separation” section of this Proxy Statement.

Our financial position remains strong, as we have generated a considerable amount of cash from operations in recent years, and also received a cash dividend as part of the Separation. As a result, we were able to use cash on hand to redeem approximately $150 million of long-term senior secured notes due in 2024, to redeem approximately $250 million of long-term senior secured notes due in 2026, and for the purchase of Ragasco for approximately $98.0 million, subject to closing adjustments and a potential earnout. We believe our capital structure is also in a sound position. We have in place $200 million of long-term senior secured notes due in 2032, as well as a $500 million revolving credit facility maturing in September 2028, which had a total of $500 million of available borrowing capacity as of July 31, 2024.

We have also been able to reward our shareholders, not only by executing the Separation, but also by continuing to pay a regular quarterly cash dividend, which steadily increased over the past five fiscal years prior to the Separation, from $0.23 during fiscal 2019 to $0.32 for the first and second quarters of fiscal 2024. Accounting for the Separation, we paid a cash dividend of $0.16 for the third quarter of fiscal 2024 and $0.17 for the fourth quarter.

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Earned Incentive Compensation Levels

The following table shows the percentage of target levels achieved for awards under the annual cash incentive bonus program for the last three fiscal years.

The following table shows the percentage of target levels achieved for awards under the long-term incentive program for the performance periods ended during the last three fiscal years.

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Overview of Executive Compensation Program

• "EVA" means economic value added. "SEG" means a segment. "EBIT" means earnings before interest and taxes. "EOI" means adjusted segment earnings. "Adj. EPS" or "Adjusted EPS" means adjusted earnings per diluted common share attributable to controlling interest.

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PROXY STATEMENT

FOR THE

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 24, 2024