Worthington SEC Filings

Joseph B. Hayek, President & CEO and director of Worthington Enterprises (WOR), reported a sale and related holdings changes dated 08/08/2025. The filing shows a disposition of 210,814 common shares and reports indirect ownership of 2,000 shares held in an IRA at Merrill Lynch and 1,659 shares held in an IRA at Vanguard.

The report also records deferred compensation credits: theoretical "phantom stock" under the company's amended Deferred Compensation Plan was credited and reported as 4,946.6 theoretical common shares, with a referenced per-share amount of $63.21; the phantom shares track WOR common shares one-for-one and are distributable in common shares under the plan's terms.

Kevin J. Chan, an officer (Controller) and director of Worthington Enterprises, Inc. (WOR), filed a Form 4 reporting transactions dated 08/08/2025. The filing shows a disposition of 6,549 common shares and reports 2,944.07 common shares held indirectly through a 401(k) plan. The Form also records activity in the companys deferred compensation "phantom stock" arrangement, with entries shown as 3.73 and 136.89 in the derivative table and a reference price of $63.21 as reported in the filing.

The explanatory notes state the 401(k) figures derive from a plan statement dated August 8, 2025 and clarify that the phantom stock tracks WOR common shares one-for-one under the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan; dividend reinvestment credited additional theoretical shares on June 30, 2025. The Form is signed by an attorney-in-fact on behalf of Mr. Chan on 08/11/2025.

Worthington Enterprises, Inc. (NYSE: WOR) filed its Form 10-K for the fiscal year ended 5/31/25. The Company completed the 12/1/23 tax-free spin-off of its steel processing unit (now Worthington Steel, NYSE: WS); all figures below reflect continuing operations only. GAAP results show a $10.7 million operating loss but net earnings of $96.1 million, or $1.92 per diluted share, helped by equity income and lower interest expense. Non-GAAP adjustments—principally a $50.8 million intangible impairment (GTI) and $10.5 million restructuring costs—lift adjusted EPS to $3.07 and adjusted EBITDA to $263.5 million, up 5% YoY.

Portfolio & growth. The two reportable segments generated 57% of FY25 net sales from Building Products and 43% from Consumer Products; international sales were 17% of total and one retail customer represented 12% of revenue. Key bolt-on acquisitions were Ragasco (6/3/24, $108.6 million), Halo (2/1/24, $9.6 million) and Elgen (6/18/25, $93 million). Worthington also contributed its Sustainable Energy Solutions unit into a 49%-owned joint venture with Hexagon on 5/29/24.

Capital & liquidity. WOR maintains a $500 million unsecured revolver maturing 9/27/28; 49.8 million common shares were outstanding on 7/23/25. Aggregate non-affiliate market value was $1.31 billion at 11/29/24.

Outlook highlights (management’s forward-looking statements). The filing cites opportunities from continuous-improvement initiatives (Worthington Business System), benefits from the separation, and secular construction and DIY trends, while noting exposure to steel and commodity price volatility, macro demand swings, concentration risk, and integration of recent acquisitions.

Worthington Enterprises (WOR) filed a Form 4 on 28 Jul 2025 for Controller Kevin J. Chan.

• Derivative acquisition: 3.82 phantom stock units (one-for-one equivalents to common shares) credited on 25 Jul 2025 under the company’s Deferred Compensation Plan at a reference price of $61.66 (transaction code “A”).
• Post-transaction derivative balance: 133.16 phantom shares.
• Non-derivative holdings unchanged: 6,549 common shares held directly plus 2,942.41 shares through the 401(k) plan.

The reported increase is < $250 in market value and reflects routine dividend reinvestment within the deferred-comp program. No shares were sold, no options were exercised, and there are no indications of broader strategic intent. The filing is therefore immaterial to near-term valuation and governance.

Worthington Enterprises (WOR) – Form 4 filed 07/28/2025

President, CEO and Director Joseph B. Hayek reported a routine acquisition of 4.07 phantom shares on 07/25/2025 under the company’s 2005 Deferred Compensation Plan at a reference price of $61.66. Phantom shares are unfunded bookkeeping units that track WOR common stock one-for-one and are distributable only after separation from the company; they do not represent open-market purchases.

Following the transaction Hayek’s beneficial ownership stands at:

• 210,814 common shares held directly
• 3,659 common shares held indirectly through two IRAs (2,000 Merrill Lynch; 1,659 Vanguard)
• 4,943 phantom shares in the deferred-comp plan

No shares were sold. The filing shows ongoing dividend-reinvestment credits in both the IRAs and the non-qualified plan. Given the de-minimis size (4 phantom shares ≈ $250), the event is immaterial to the company’s share count and should have negligible market impact.