Worthington Enterprises CEO Maintains Large Stake After Share Withholding

Rhea-AI Filing Summary

Worthington Enterprises (NYSE:WOR) reported insider trading activity through a Form 4 filing. President & CEO Joseph B. Hayek disposed of 5,852 common shares at $60.15 per share on June 24, 2025. The shares were withheld for tax obligations related to vesting of restricted stock. Following the transaction, Hayek directly owns 181,138 shares and indirectly holds 3,656 shares through IRA accounts at Merrill-Lynch and Vanguard.

Insights

Securities Compliance Analyst

Tax-related share withholding represents standard executive compensation practice, not indicating directional view on company.

This Form 4 filing documents a routine withholding of shares for tax obligations related to restricted stock vesting, rather than an open market sale. The transaction price of $60.15 represents fair market value for tax calculation purposes. The executive maintains significant equity exposure with over 184,000 shares held across direct and indirect ownership, demonstrating continued alignment with shareholder interests. The automatic nature of this withholding, combined with the executive's substantial remaining position, suggests this is purely administrative rather than a strategic trading decision.

Insider Trade Summary

Net Seller: 5,852 shares

Net Sell 3 txns

Insider HAYEK JOSEPH B

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Shares	5,852	$60.15	$352K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 181,138 shares (Direct); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch)); Common Shares — 1,656 shares (Indirect, By IRA (Vanguard))

Footnotes (2)

1. F1. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
2. F2. The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated March 31, 2025.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/25/2025 - 10:17 AM Learn about SEC filing dates

FAQ

How many shares does WOR CEO Joseph Hayek own after this transaction?

After the transaction, CEO Joseph Hayek owns 181,138 shares directly and 3,656 shares indirectly through IRA accounts (2,000 shares at Merrill-Lynch and 1,656 shares at Vanguard).

Why did WOR CEO Joseph Hayek sell shares on June 24, 2025?

The shares were not sold on the open market but were withheld to satisfy tax obligations related to the vesting of restricted stock awards.

What was the share price for WOR CEO's transaction?

The shares were withheld at a price of $60.15 per share.

How many WOR shares were withheld from CEO Hayek?

5,852 common shares were withheld for tax withholding purposes upon the vesting of restricted stock.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
06/24/2025

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	06/24/2025		F		5,852(1)	D	$60.15	181,138	D
Common Shares								2,000	I	By IRA (Merrill-Lynch)
Common Shares								1,656(2)	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

Explanation of Responses:

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

2. The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated March 31, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	06/25/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.