Worthington (WOR) insider Hayek reports 210,814-sale and phantom update

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (WOR) insider Joseph B. Hayek reported several transactions dated 10/03/2025. The filing shows a disposition of 210,814 common shares and retained indirect holdings of 2,000 and 1,665 common shares held in IRAs. Hayek also acquired 4.98 theoretical common shares under the deferred compensation plan on 10/03/2025 at a reported per-share equivalent of $55.63, bringing his total phantom-stock balance to 4,981.32 deemed shares. Explanations note dividend reinvestment increased the IRA and phantom balances and that phantom shares are paid in WOR common shares upon distribution.

Positive

• Continued ownership via IRAs of 2,000 and 1,665 common shares indicates retained insider exposure
• Phantom-stock balance increased to 4,981.32 deemed shares via dividend reinvestment

Negative

• Large disposition of 210,814 common shares reported on 10/03/2025, which materially reduces direct holding
• Phantom shares are unfunded and restricted (cannot be transferred and are payable only in common shares upon distribution)

Insights

Corporate Insider Transactions Analyst

Large sale plus continued deferred-share exposure; watch timing and remaining holdings.

Joseph B. Hayek reported a disposition of 210,814 common shares on 10/03/2025, while maintaining indirect IRA holdings of 2,000 and 1,665 shares. The filing also credits 4.98 additional phantom shares under the deferred compensation plan, increasing the phantom total to 4,981.32 deemed shares.

The primary dependencies are plan payout terms and dividend reinvestment mechanics; phantom shares are not immediately transferable and are distributed in common shares upon separation. Monitor any future Form 4s for additional open-market sales or changes in deferred-compensation elections over the next 12 months.

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)
10/03/2025

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)	10/03/2025		A		4.98		(3)	(3)	Common Shares	4.98	$55.63	4,981.32(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	10/06/2025
	** 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

What did Joseph B. Hayek report on the WOR Form 4?

He reported a disposition of 210,814 common shares on 10/03/2025, retained IRA holdings of 2,000 and 1,665 shares, and an acquisition of 4.98 phantom shares increasing the phantom balance to 4,981.32.

How many phantom (deferred compensation) shares does Hayek hold for WOR?

The filing shows a phantom-stock balance of 4,981.32 deemed WOR common shares after a 4.98 share credit on 10/03/2025.

Were any dollar prices disclosed on the Form 4 for the transactions?

Yes; the phantom-share acquisition references a per-share equivalent of $55.63. No per-share price is shown for the reported large disposition.

Are phantom shares transferable or immediately payable?

No; the Plan states phantom-share balances cannot be transferred to other deemed options after 10/01/2014 and distributions are made only in WOR common shares, generally upon leaving the company.

Did dividend reinvestment affect reported balances?

Yes; explanations state additional common shares in the IRAs and additional phantom shares were acquired pursuant to dividend reinvestment on 9/29/2025 and in the IRA plan statement dated 9/30/2025.