Worthington Enterprises (WOR) CEO Joseph Hayek files Form 4 on phantom stock and share holdings

Rhea-AI Filing Summary

Worthington Enterprises, Inc. insider Joseph B. Hayek, the company’s President & CEO and a director, reported routine equity-related activity on a Form 4. On 11/28/2025, 5.04 units of theoretical WOR common shares, described as phantom stock, were acquired under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors at a reference price of $54.86 per unit, bringing his total phantom stock holdings to 5,001.28 units held directly.

The filing also shows Hayek beneficially owns 210,814 WOR common shares directly, plus 2,000 shares in an IRA at Merrill Lynch and 1,665 shares in an IRA at Vanguard. Explanatory notes state that some of these common and phantom shares were credited through dividend reinvestment features in the retirement and deferred compensation 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)
11/28/2025

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)	11/28/2025		A		5.04		(3)	(3)	Common Shares	5.04	$54.86	5,001.28(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	12/01/2025
	** 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 insider transaction did WOR President & CEO Joseph B. Hayek report on this Form 4?

Hayek reported the acquisition of 5.04 units of theoretical WOR common shares, referred to as phantom stock, under a deferred compensation plan on 11/28/2025.

How many WOR phantom stock units does Joseph B. Hayek hold after the reported transaction?

After the reported transaction, Hayek beneficially owns 5,001.28 units of WOR phantom stock directly under the deferred compensation plan.

How many WOR common shares does Joseph B. Hayek beneficially own according to this filing?

The filing shows Hayek beneficially owns 210,814 WOR common shares directly, plus 2,000 shares in an IRA at Merrill Lynch and 1,665 shares in an IRA at Vanguard.

What is the nature of the phantom stock reported by WOR insider Joseph B. Hayek?

The phantom stock consists of theoretical WOR common shares that track WOR stock on a one-for-one basis in a deferred compensation plan for directors, with distributions made only in WOR common shares.

How are additional shares or units credited to Joseph B. Hayek’s WOR accounts?

Explanatory notes state that additional WOR common shares and phantom stock units were credited through the dividend reinvestment features of Hayek’s IRA and the 2005 nonqualified deferred compensation plan.

Is this WOR Form 4 filed by one or multiple reporting persons?

This Form 4 is indicated as being filed by one reporting person, Joseph B. Hayek.