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

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (WOR) – Insider Form 4 filing (07/01/2025)

President & CEO Joseph B. Hayek reported several equity transactions that collectively increase his direct and indirect economic exposure to WOR shares.

• Performance share payout: 9,966 common shares were acquired at no cost following the Compensation Committee’s certification of three-year performance targets under the 1997 Long-Term Incentive Plan.
• Tax withholding: 4,520 shares were automatically surrendered (code “F”) at $64.48 to satisfy withholding obligations tied to vesting, a routine non-open-market disposition.
• Net change in direct ownership: Direct holdings move from 205,368 to 210,814 shares, a net increase of 5,446 shares (+2.7%).
• Phantom stock: 387.85 additional deferred-compensation units (phantom shares) were credited, bringing the notional balance to 4,934.62 units. These track WOR on a 1-for-1 basis and are payable in stock upon separation.
• Indirect holdings: IRA accounts now hold 3,659 shares (2,000 Merrill Lynch; 1,659 Vanguard), reflecting dividend reinvestment activity.

No open-market purchases or sales were reported; all transactions stem from incentive-plan vesting or plan mechanics. The filing signals that long-term performance metrics were met and modestly increases insider alignment, but it does not represent new cash investment in the market.

Positive

• Performance objectives achieved: Vesting of 9,966 shares confirms WOR met its three-year targets, implying solid operational execution.
• Increased insider alignment: CEO’s net holdings grow by 5,446 shares (+2.7%), a modest but positive ownership signal.
• Additional phantom stock: Accrual of 387.85 deferred units indicates continued long-term commitment via non-cash compensation.

Negative

• No open-market purchase: All acquisitions stem from incentive vesting; absence of discretionary buying limits bullish interpretation.
• Share withholding disposal: 4,520 shares were surrendered for taxes, partially offsetting the award’s ownership increase.

Insights

Buy-Side Portfolio Manager

TL;DR: CEO’s award vesting lifts ownership slightly; performance goals hit, but no fresh cash buy—net neutral-to-mildly positive signal.

The 9,966-share award confirms management hit three-year KPIs, validating the incentive plan’s efficacy. After withholding 4,520 shares for taxes, Hayek’s direct stake edges up 2.7%, aligning him more closely with shareholders. The absence of open-market buying tempers the bullish read; nevertheless, retaining the bulk of vested shares—plus accumulating phantom units—suggests confidence in WOR’s medium-term outlook. From a trading perspective, the event is not materially price-moving given WOR’s ~50 mm share float, but it offers a minor governance positive: insider ownership rises without dilutive issuance beyond the predetermined plan.

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

OMB APPROVAL

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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)
07/01/2025

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	07/01/2025		A		9,966(1)	A	$0.00	215,334	D
Common Shares	07/01/2025		F		4,520(2)	D	$64.48	210,814	D
Common Shares								2,000	I	By IRA (Merrill-Lynch)
Common Shares								1,659(3)	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	(4)	07/01/2025		A		387.85		(5)	(5)	Common Shares	387.85	$64.48	4,934.62(6)	D

Explanation of Responses:

1. A long-term performance share award was granted on June 24, 2022 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2025. On June 23, 2025, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2025.

2. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.

3. 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.

4. 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.

5. 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.

6. 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 27, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Worthington Enterprises (WOR) shares did CEO Joseph B. Hayek acquire on 07/01/2025?

He received 9,966 common shares through a vested performance award.

What was the net change in Hayek’s direct WOR share ownership?

After tax-withholding disposal, his direct stake increased by 5,446 shares to 210,814.

Did the CEO buy WOR shares on the open market?

No. All reported acquisitions and disposals were plan-related, not open-market transactions.

What is the significance of the 387.85 phantom shares credited?

They are deferred-compensation units tracking WOR 1-for-1, raising his notional balance to 4,934.62 units.

Why were 4,520 WOR shares disposed of at $64.48?

These shares were withheld automatically to cover tax obligations upon the vesting of restricted stock.

What incentive plan triggered the share award?

The shares were granted under the Amended & Restated 1997 Long-Term Incentive Plan after meeting performance goals.