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

Rhea-AI Filing Summary

Worthington Enterprises (WOR) filed a Form 4 showing that President & CEO Joseph B. Hayek received three tranches of restricted common stock on 06/26/2025 under the 2024 Long-Term Incentive Plan:

• 14,730 shares vesting after three years
• 6,600 shares vesting after two years
• 3,300 shares vesting after one year

These awards increased Hayek’s direct holdings from 181,138 to 205,768 shares. On 06/27/2025, 400 shares were withheld at $63.81 per share to cover tax obligations upon vesting, leaving 205,368 directly owned shares.

In addition, Hayek holds 2,000 WOR shares in a Merrill Lynch IRA, 1,656 shares in a Vanguard IRA, and 4,546.76 phantom shares in the non-qualified deferred compensation plan, 3.93 of which were credited on 06/27/2025.

No open-market sales occurred; the only disposition was tax-related. Overall, the CEO’s net ownership rose by 24,230 shares at no cost, reinforcing long-term alignment with shareholders.

Positive

• CEO increased direct ownership by 24,230 shares through multi-year restricted stock grants, signaling confidence and long-term alignment with shareholders.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: CEO granted 24k+ restricted shares, no open-market sale—modestly positive insider signal.

The bulk of activity is the award of 24,630 restricted shares, staggered over one- to three-year vesting periods. Because the shares were received at no cost, they do not reflect management buying pressure, yet they materially raise the CEO’s skin-in-the-game to 205,368 shares. Only 400 shares were withheld for taxes—insignificant relative to the total stake—so there is no perception of insider selling. Although such grants are routine for senior executives, the net increase underscores commitment to the company’s long-term performance and may be viewed favorably by investors.

Corporate Governance Specialist

TL;DR: Routine incentive grants increase alignment; governance risk unchanged.

From a governance perspective, the filing shows standard execution of the 2024 LTIP: multi-year vesting, no acceleration, and only tax-withholding dispositions. The addition of phantom shares in the deferred compensation plan maintains a one-for-one economic exposure without immediate liquidity. There is no indication of aggressive share sales or preferential pricing, keeping governance risk neutral. While insider grants alone do not guarantee performance, the stepped vesting schedule is designed to discourage short-termism, modestly benefiting shareholder interests.

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)
06/26/2025

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	06/26/2025		A		14,730(1)	A	$0.00	195,868	D
Common Shares	06/26/2025		A		6,600(2)	A	$0.00	202,468	D
Common Shares	06/26/2025		A		3,300(3)	A	$0.00	205,768	D
Common Shares	06/27/2025		F		400(4)	D	$63.81	205,368	D
Common Shares								2,000	I	By IRA (Merrill-Lynch)
Common Shares								1,656(5)	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	(6)	06/27/2025		A		3.93		(7)	(7)	Common Shares	3.93	$63.81	4,546.76(8)	D

Explanation of Responses:

1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date.

2. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the second anniversary of the grant date.

3. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the first anniversary of the grant date.

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

5. 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.

6. 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.

7. 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.

8. 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 27, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	06/30/2025
	** 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

How many restricted WOR shares did CEO Joseph B. Hayek receive on 06/26/2025?

He received three grants totaling 24,630 restricted shares (14,730 + 6,600 + 3,300).

What is Joseph B. Hayek’s direct WOR share ownership after the transactions?

His direct holdings stand at 205,368 common shares.

Did the CEO sell any WOR shares in this Form 4 filing?

No open-market sales occurred; only 400 shares were withheld to cover tax obligations.

At what price were shares withheld for taxes?

Shares were withheld at $63.81 per share on 06/27/2025.

How many phantom shares does the CEO now hold in the deferred compensation plan?

He holds 4,546.76 phantom shares after an additional 3.93 shares were credited.