[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Worthington Enterprises (WOR) President & CEO Joseph B. Hayek, who also serves as a director, reported updated holdings of company equity. Following the most recent activity, he beneficially owns 210,814 common shares directly, plus 2,000 common shares held indirectly through an IRA at Merrill Lynch and 1,665 common shares held indirectly through an IRA at Vanguard. In the company’s deferred compensation plan, he also acquired 5.08 units of phantom stock tied one-for-one to WOR common shares at a reference price of $54.52, bringing his phantom stock balance to 4,996.23 units. Some of these amounts include additional shares and phantom stock credited through dividend reinvestment features of the respective plans.

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)
11/14/2025

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								1,665(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)	11/14/2025		A		5.08		(3)	(3)	Common Shares	5.08	$54.52	4,996.23(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 September 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 September 29, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	11/17/2025
	** 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 does the latest Form 4 for WOR show about Joseph B. Hayek's holdings?

The Form 4 shows that Joseph B. Hayek, President & CEO and director of Worthington Enterprises (WOR), beneficially owns 210,814 common shares directly, plus indirect holdings through IRAs and phantom stock in a deferred compensation plan.

How many Worthington Enterprises (WOR) shares does Joseph B. Hayek hold directly and indirectly?

He holds 210,814 WOR common shares directly, 2,000 common shares indirectly via an IRA at Merrill Lynch, and 1,665 common shares indirectly via an IRA at Vanguard.

What is the phantom stock reported for Joseph B. Hayek in WOR's deferred compensation plan?

The filing reports that theoretical WOR common shares, referred to as phantom stock, are credited to his account under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, tracking WOR common shares on a one-for-one basis.

How much new phantom stock did Joseph B. Hayek acquire in this WOR Form 4?

On 11/14/2025, he acquired 5.08 units of phantom stock under the deferred compensation plan at a reference price of $54.52 per common share equivalent.

What is Joseph B. Hayek's total phantom stock balance related to WOR common shares?

After the reported transaction, his account reflects 4,996.23 units of phantom stock tied to WOR common shares, including units credited through dividend reinvestment features of the plan.

How are distributions from Joseph B. Hayek's phantom stock plan in WOR made?

Under the plan terms, distributions related to the phantom stock are made only in WOR common shares and generally begin when the participant leaves Worthington Enterprises, Inc. and its subsidiaries.

What restrictions apply to transferring phantom stock balances in the WOR deferred compensation plan?

Effective October 1, 2014 and thereafter, any amount credited to the phantom stock fund in the plan may not be transferred to an alternative deemed investment option until distribution.