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

Rhea-AI Filing Summary

Worthington Enterprises (WOR) – Form 4 filed 07/28/2025

President, CEO and Director Joseph B. Hayek reported a routine acquisition of 4.07 phantom shares on 07/25/2025 under the company’s 2005 Deferred Compensation Plan at a reference price of $61.66. Phantom shares are unfunded bookkeeping units that track WOR common stock one-for-one and are distributable only after separation from the company; they do not represent open-market purchases.

Following the transaction Hayek’s beneficial ownership stands at:

• 210,814 common shares held directly
• 3,659 common shares held indirectly through two IRAs (2,000 Merrill Lynch; 1,659 Vanguard)
• 4,943 phantom shares in the deferred-comp plan

No shares were sold. The filing shows ongoing dividend-reinvestment credits in both the IRAs and the non-qualified plan. Given the de-minimis size (4 phantom shares ≈ $250), the event is immaterial to the company’s share count and should have negligible market impact.

Positive

• CEO maintains a substantial direct ownership of 210,814 shares, supporting management-shareholder alignment.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR – Routine deferred-comp credit; no investment signal.

The filing reflects an automatic credit of 4.07 phantom shares to the CEO’s deferred-comp account rather than an active market purchase. His direct stake remains sizable at ~211k shares, maintaining strong alignment with shareholders, but the incremental change (<0.01% of his holdings) carries no valuation implications. I view the disclosure as compliance-driven and neutral for investors.

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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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).

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)
07/25/2025

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)	07/25/2025		A		4.07		(3)	(3)	Common Shares	4.07	$61.66	4,942.63(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	07/28/2025
	** 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 did Worthington Enterprises' CEO acquire on 07/25/2025?

He received 4.07 phantom shares credited under the company’s deferred-compensation plan.

Did Joseph B. Hayek buy or sell WOR stock in the open market?

No. The Form 4 shows no open-market transactions; only a plan-based phantom share credit.

How many Worthington Enterprises shares does the CEO now own?

After the filing he holds 210,814 direct shares, 3,659 indirect IRA shares, and 4,943 phantom shares.

Is the reported transaction material to WOR investors?

The acquisition is immaterial (≈ $250 in value) and should not affect WOR’s stock price.

What are phantom shares in Worthington’s deferred-comp plan?

They are bookkeeping units tracking WOR stock one-for-one, payable in shares after the participant leaves the company.