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

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (WOR) – Form 4 insider filing dated 14 July 2025

President & CEO Joseph B. Hayek reported a routine, de-minimis acquisition of phantom stock under the company’s Deferred Compensation Plan.

• Transaction date: 11 July 2025
• Security type: Deferred-compensation phantom stock that tracks WOR common shares on a 1-for-1 basis.
• Quantity acquired: 3.95 theoretical shares at an assigned price of $63.53.
• Total phantom balance after credit: 4,938.56 shares.
• Direct common-share ownership unchanged: 210,814 shares held directly.
• Indirect holdings via IRAs: 2,000 shares (Merrill Lynch) and 1,659 shares (Vanguard), reflecting dividend-reinvestment adjustments through 30 June 2025.

No sales were reported, no options were exercised, and the filing does not indicate use of a Rule 10b5-1 trading plan. The incremental phantom-stock credit is part of normal plan administration and does not represent an open-market purchase. From a market-impact perspective, the change is immaterial relative to the executive’s existing stake and WOR’s total shares outstanding.

Insights

Senior Securities Analyst

TL;DR – Routine phantom-stock credit; immaterial to valuation or sentiment.

The Form 4 shows CEO Hayek receiving 3.95 phantom shares through the deferred-compensation plan—an administrative adjustment rather than a discretionary purchase. Direct ownership remains at 210,814 shares, reinforcing long-standing alignment with shareholders but adding less than 0.002 % to his total economic exposure. No shares were sold, so the filing carries no negative signal, yet the tiny size means it is not a catalyst for WOR stock.

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

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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)
07/11/2025

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)	07/11/2025		A		3.95		(3)	(3)	Common Shares	3.95	$63.53	4,938.56(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 27, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	07/14/2025
	** 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

How many Worthington Enterprises (WOR) common shares does CEO Joseph B. Hayek now hold directly?

He continues to hold 210,814 common shares directly; no change was reported.

What did Joseph B. Hayek acquire on 11 July 2025?

He was credited with 3.95 phantom shares in the company’s Deferred Compensation Plan.

What is the total phantom-stock balance in Hayek’s deferred-compensation account after the credit?

The balance increased to 4,938.56 shares equivalent.

Were any WOR shares sold in this Form 4 filing?

No. No dispositions of common or derivative securities were reported.

Does this filing signal a material change in insider ownership?

No; the 3.95-share credit is immaterial relative to Hayek’s existing stake and WOR’s share count.