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

Rhea-AI Filing Summary

Joseph B. Hayek, President & CEO and director of Worthington Enterprises (WOR), reported a sale and related holdings changes dated 08/08/2025. The filing shows a disposition of 210,814 common shares and reports indirect ownership of 2,000 shares held in an IRA at Merrill Lynch and 1,659 shares held in an IRA at Vanguard.

The report also records deferred compensation credits: theoretical "phantom stock" under the company's amended Deferred Compensation Plan was credited and reported as 4,946.6 theoretical common shares, with a referenced per-share amount of $63.21; the phantom shares track WOR common shares one-for-one and are distributable in common shares under the plan's terms.

Positive

• Continued participation in the Worthington Deferred Compensation Plan with 4,946.6 theoretical phantom shares credited
• Indirect IRA holdings remain, totaling 3,659 shares across Merrill Lynch and Vanguard accounts

Negative

• Large disposition of 210,814 common shares by the company's President & CEO, a material insider sale
• Form does not state the reason for the sale, leaving investors without context for the significant disposition

Insights

Financial Analyst

TL;DR: CEO sold a large block of 210,814 WOR shares while retaining modest IRA holdings and receiving nearly 4,947 phantom shares.

The sale of 210,814 common shares on 08/08/2025 is the primary event in this Form 4 and represents a material insider disposition by the company's President & CEO. The filing also documents indirect IRA holdings totaling 3,659 shares and a credit of 4,946.6 phantom shares under the deferred compensation plan, valued in the filing at $63.21 per theoretical share. Without context on total outstanding shares or reason for the sale, the transaction is notable for size but its effect on valuation cannot be determined from this filing alone.

Corporate Governance Expert

TL;DR: Disclosure shows a large insider sale plus continued participation in company deferred compensation, raising governance and disclosure considerations.

The reporting person is identified as both President & CEO and a director, and the Form 4 discloses a significant disposal of common stock alongside continued participation in the Worthington deferred compensation plan. The phantom stock credits are explicitly described as tracking common shares one-for-one and converting to actual shares upon distribution, which is important for assessing future insider holdings. The filing provides clear mechanics of the deferred plan and dividend reinvestment adjustments, but does not state the rationale for the sale.

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
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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)
08/08/2025

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								1,659(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)	08/08/2025		A		3.97		(3)	(3)	Common Shares	3.97	$63.21	4,946.6(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 June 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 June 30, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	08/11/2025
	** 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).
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FAQ

Who filed the Form 4 for WOR?

The filing reports transactions by Joseph B. Hayek, identified as President & CEO and a director of Worthington Enterprises (WOR).

What transaction did Joseph Hayek report on 08/08/2025 for WOR?

He reported a disposition of 210,814 common shares on 08/08/2025 as shown in the Form 4.

Does the filing show any indirect or IRA holdings for Hayek (WOR)?

Yes. The filing reports 2,000 shares held by an IRA at Merrill Lynch and 1,659 shares held by an IRA at Vanguard, both reported as indirect ownership.

Did Hayek receive any deferred or phantom shares under a company plan?

Yes. The Form 4 reports credits of the company's deferred compensation "phantom stock" equal to 4,946.6 theoretical common shares, with a referenced value of $63.21 per share.

Will the phantom shares be paid in cash or stock under the plan?

The filing states the phantom stock tracks common shares one-for-one and that distributions are made only in WOR common shares under the plan's terms.