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

Rhea-AI Filing Summary

Joseph B. Hayek, President & CEO and director of Worthington Enterprises, Inc. (WOR), reported transactions on Form 4 showing a disposal of 210,814 common shares on 08/22/2025. After the reported transactions he separately holds 2,000 common shares in an IRA at Merrill‑Lynch and 1,659 common shares in an IRA at Vanguard.

The filing also reports 4,950.35 theoretical "phantom" WOR shares credited under the Company's deferred compensation plan; those phantom shares track WOR common shares one‑for‑one and include dividend reinvestment adjustments. The form was signed by an attorney‑in‑fact on behalf of Mr. Hayek.

Positive

• Form 4 was filed with specific disclosures of the transaction date, amounts, and ownership forms
• Deferred compensation phantom stock is explained, including that it tracks common shares one‑for‑one and includes dividend reinvestment

Negative

• Reporting person disposed of 210,814 common shares on 08/22/2025
• Direct beneficial ownership was materially reduced by the reported disposition

Insights

Financial Analyst

TL;DR: Insider sale of 210,814 shares reported; remaining direct IRA holdings are small and phantom stock accruals are disclosed.

The reported disposal of 210,814 common shares on 08/22/2025 is a material transaction in size and is clearly disclosed on Form 4. The filing confirms modest direct/indirect IRA holdings (2,000 and 1,659 shares) and 4,950.35 theoretical shares under the deferred compensation plan that track common shares. This disclosure is routine for Section 16 reporting and provides transparency about the executive's current equity exposure and deferred compensation linkage to company stock.

Corporate Governance Expert

TL;DR: Form 4 properly discloses director/officer transactions and phantom share mechanics tied to the deferred compensation plan.

The filing identifies Mr. Hayek as both President & CEO and a director and documents the mechanics of the Plan's phantom stock and dividend reinvestment features. The statement explains transfer restrictions effective October 1, 2014, and that distributions are made in common shares. The submission appears procedurally complete, including attorney‑in‑fact signature, and supplies necessary detail for stakeholders monitoring insider activity and compensation vehicles.

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)
08/22/2025

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)	08/22/2025		A		3.74		(3)	(3)	Common Shares	3.74	$67.05	4,950.35(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	08/25/2025
	** 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.
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FAQ

What insider transaction did Joseph B. Hayek report for WOR?

Mr. Hayek reported a disposition of 210,814 common shares on 08/22/2025 as shown on the Form 4.

How many WOR shares does Hayek hold indirectly in IRAs after the filing?

The filing shows 2,000 common shares held in an IRA at Merrill‑Lynch and 1,659 common shares held in an IRA at Vanguard.

What are the "phantom" shares disclosed on the Form 4?

The Form 4 reports 4,950.35 theoretical phantom WOR shares credited under the Worthington deferred compensation plan that track common shares one‑for‑one and include dividend reinvestment.

Did the Form 4 explain dividend reinvestment effects?

Yes. The filing states the reported IRA and phantom share amounts include additional shares from dividend reinvestment as of June 30, 2025.

Who signed the Form 4 for Joseph B. Hayek?

The Form 4 was signed by /s/ Patrick J. Kennedy, as attorney‑in‑fact for Joseph B. Hayek, dated 08/25/2025.