0000950170-23-068989.txt : 20231208 0000950170-23-068989.hdr.sgml : 20231208 20231208141246 ACCESSION NUMBER: 0000950170-23-068989 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231206 FILED AS OF DATE: 20231208 DATE AS OF CHANGE: 20231208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAYEK JOSEPH B CENTRAL INDEX KEY: 0001429897 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 231474979 MAIL ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON ENTERPRISES, INC. CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 200 W. OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 200 W. OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 4 1 ownership.xml 4 X0508 4 2023-12-06 0000108516 WORTHINGTON ENTERPRISES, INC. WOR 0001429897 HAYEK JOSEPH B 200 OLD WILSON BRIDGE ROAD COLUMBUS OH 43085 false true false false EVP and CFO false Common Shares 195383 D Common Shares 2000 I By IRA (Merrill-Lynch) Common Shares 1617 I By IRA (Vanguard) Phantom Stock Acquired Under the Deferred Compensation Plan 2023-12-06 4 A false 2.98 51.62 A Common Shares 2.98 3933.07 D Employee Non-Qualified Stock Option (Right to Buy) 38.25 2022-06-25 2031-05-25 Common Shares 8340 8340 D Employee Non-Qualified Stock Option (Right to Buy) 29.48 2023-06-24 2032-06-24 Common Shares 12117 12117 D Employee Non-Qualified Stock Option (Right to Buy) 44.15 2024-06-30 2033-06-30 Common Shares 9127 9127 D Holdings that were previously reported on Form 4 have been adjusted in connection with the spin-off of Worthington Steel, Inc. (the "Spin-Off") by the Issuer. The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated September 30, 2023. The account under the 2005 NQ Plan (defined in footnote (3) below) tracks common shares on a one-for-one basis. Prior to October 1, 2014, the account balances related to the theoretical Worthington Industries, Inc. common share deemed investment option could be immediately transferred to other deemed investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "2005 NQ Plan"). The 2005 NQ Plan provides that effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund (i.e. the theoretical Worthington Industries, Inc. common share deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 NQ Plan until distribution from the 2005 NQ Plan. Distributions are made only in common shares of Worthington Industries, Inc. and generally commence upon leaving Worthington Industries, Inc. and its subsidiaries. The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the theoretical Worthington Industries, Inc. common share deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on November 30, 2023. Pursuant to the Employee Matters Agreement between the Issuer and Worthington Steel, Inc. dated November 30, 2023, in connection with the Spin-Off, the strike price and the number of underlying shares of each unvested and vested but unexercised stock option held by the reporting person immediately before the Spin-Off was adjusted to preserve the intrinsic value of such award following the Spin-Off. Each adjusted option otherwise has substantially the same terms and conditions. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested on 6/25/2023 and will vest 6/25/2024. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vest annually on 6/24/2024 and 6/24/2025. This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on 6/30/2025 and 6/30.2026. /s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek 2023-12-08