[Form 4] Worthington Enterprises, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Joseph B. Hayek, President & CEO and a director of Worthington Enterprises, Inc. (WOR), reported transactions dated 09/05/2025. The filing shows a disposition of 210,814 common shares. Following the reported transactions he beneficially owns 2,000 shares indirectly via an IRA at Merrill-Lynch and 1,659 shares indirectly via an IRA at Vanguard. The report also records the acquisition of phantom stock under the company’s Deferred Compensation Plan that tracks WOR common shares one-for-one; the phantom account reflects 4,954.61 theoretical shares after dividend reinvestment. The form was signed by an attorney-in-fact on 09/08/2025.

Positive

• Full disclosure of insider roles, transactions, and deferred compensation details is provided in the Form 4
• Phantom stock treatment and dividend reinvestment are clearly explained, improving transparency about theoretical holdings

Negative

• Large disposition of 210,814 common shares was reported without explanation, which could be perceived negatively by investors
• Direct beneficial ownership following the reported disposition is not shown, leaving limited visible stake by the reporting person in public shares

Insights

Securities Analyst

TL;DR: A large insider sale of 210,814 shares was reported, while director retains small IRA holdings and phantom stock credits.

The Form 4 documents a substantial open-market or other disposition of 210,814 common shares by the reporting person. Post-transaction, direct beneficial ownership is not shown; only indirect IRA holdings of 2,000 and 1,659 shares are reported. The filing also records 4,954.61 theoretical shares under the deferred compensation phantom-stock option, including dividend reinvestment. This is a required disclosure of changes in ownership rather than explanatory commentary on rationale or timing.

Corporate Governance Expert

TL;DR: Disclosure appears complete: relationship, transactions, and deferred compensation treatment are documented and explained.

The Form 4 identifies the reporting person’s roles, provides transaction dates, and explains the nature of phantom stock and dividend reinvestment mechanics under the Deferred Compensation Plan. The report is signed by an attorney-in-fact, satisfying procedural requirements. The filing does not include any explanatory reason for the large disposal, which is typical for Form 4s but leaves investors without context for the sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAYEK JOSEPH B

(Last) (First) (Middle)

200 WEST OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS OH 43085

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares								210,814	D
Common Shares								2,000	I	By IRA (Merrill-Lynch)
Common Shares								1,659(1)	I	By IRA (Vanguard)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Acquired Under the Deferred Compensation Plan	(2)	09/05/2025		A		4.26		(3)	(3)	Common Shares	4.26	$65.07	4,954.61(4)	D

Explanation of Responses:

1. The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated June 30, 2025.

2. The theoretical WOR common shares ("phantom stock") credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the "Plan") track WOR common shares on a one-for-one basis.

3. Prior to October 1, 2014, the account balances related to the phantom stock investment option could be immediately transferred to other deemed investment options under the terms of the Plan. The Plan provides that, effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund may not be transferred to an alternative deemed investment option under the Plan until distribution from the Plan. Distributions are made only in WOR common shares and generally commence upon leaving Worthington Enterprises, Inc. and its subsidiaries.

4. The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan on June 30, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Joseph B. Hayek (WOR) report on Form 4 dated 09/05/2025?

The report shows a disposition of 210,814 common shares, indirect IRA holdings of 2,000 shares (Merrill-Lynch) and 1,659 shares (Vanguard), plus 4,954.61 phantom shares under the deferred compensation plan.

How many theoretical or phantom WOR shares does the filing report?

The filing reports 4,954.61 theoretical shares credited under the Worthington Deferred Compensation Plan after dividend reinvestment.

Does the Form 4 explain the phantom stock and dividend reinvestment?

Yes. The filing states phantom stock tracks WOR common shares one-for-one and includes additional shares from dividend reinvestment in the reported amounts.

Who signed the Form 4 for Joseph B. Hayek and when?

The Form 4 was signed by Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek on 09/08/2025.

Are there direct common shares reported as owned by Hayek after the transaction?

The filing does not show direct common shares owned by Hayek after the reported disposition; only indirect IRA holdings and phantom shares are disclosed.