[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Joseph B. Hayek, who serves as President & CEO and a director of Worthington Enterprises, reported a sale of 210,814 common shares. The filing also discloses indirect holdings of 2,000 common shares in an IRA at Merrill-Lynch and 1,659 common shares in an IRA at Vanguard. In addition, Hayek received a credit of 4,959.14 theoretical "phantom" common shares under the companys deferred compensation plan; the filing lists a notional price of $61.06 per share for the phantom stock and notes dividend reinvestment increased the reported IRA and phantom balances.

Positive

• Full disclosure of both the open-market disposal and retained indirect and deferred holdings provides transparency for investors
• Deferred compensation phantom stock remains aligned with shareholders because it is payable in common shares and includes dividend reinvestment

Negative

• Large insider sale of 210,814 common shares could increase available supply and attract market attention
• Phantom stock is unfunded and will convert to actual shares on distribution, representing potential future dilution

Insights

Securities Analyst

TL;DR: Significant insider sale reported alongside continued indirect and deferred share holdings; disclosure is material for share-supply considerations.

The reported disposal of 210,814 common shares is a sizable insider sale relative to a single-line Form 4 disclosure and may increase near-term available float depending on market activity. The reporting person retains exposure through indirect IRAs and a substantial deferred-compensation phantom-stock balance that converts to actual shares on distribution, which partially aligns his economic interest with long-term shareholder outcomes. No derivative exercises or option grants are reported, limiting other dilution signals. The filing is transparent about dividend reinvestment activity affecting balances.

Corporate Governance Expert

TL;DR: Insider continues to hold indirect and deferred equity while executing a material open-market disposition; governance disclosure appears routine and complete.

The reporting person is both an executive and a director, creating usual governance attention around insider trading. The Form 4 documents both the sale and retained economic exposure through IRAs and the deferred compensation plan, including dividend reinvestment details. The phantom-stock description clarifies transfer restrictions and distribution mechanics, which is helpful for assessing ultimate share delivery timing. There is no indication of unusual transfer mechanisms or related-party transactions in the filing text.

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)
09/19/2025

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)	09/19/2025		A		4.54		(3)	(3)	Common Shares	4.54	$61.06	4,959.14(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	09/22/2025
	** 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).
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FAQ

What did Joseph B. Hayek report on the Form 4 for WOR?

The filing reports a disposition of 210,814 common shares, indirect holdings of 2,000 shares (Merrill-Lynch IRA) and 1,659 shares (Vanguard IRA), and 4,959.14 phantom shares under the deferred compensation plan.

Does the Form 4 show any option exercises or derivative sales for WOR?

No. The filing shows no option exercises or derivatives disposed; it reports a credit of phantom stock under the deferred compensation plan rather than exercised derivatives.

What is the reported notional price for the phantom stock in the filing?

The filing lists a notional price of $61.06 per share associated with the phantom stock entry.

Are the IRA holdings reported as direct or indirect ownership?

The IRA holdings are reported as indirect beneficial ownership (by IRA) for both the Merrill-Lynch and Vanguard accounts.

Did dividend reinvestment affect the reported balances?

Yes. The filing explicitly states that dividend reinvestment increased both the IRA share totals and the phantom-stock balance.