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Worthington (NYSE: WOR) amends Form 4 on CEO phantom stock credit

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

HAYEK JOSEPH B reported acquisition or exercise transactions in this Form 4 filing.

WORTHINGTON ENTERPRISES, INC. President & CEO Joseph B. Hayek filed an amended insider report to correct a phantom stock credit under the company’s deferred compensation plan. The amendment states that 229.12 theoretical common shares (phantom stock) were credited to his plan account on March 25, 2026 at $49.51 per share, bringing his phantom stock balance to 5,289.75 units. These phantom stock units track WOR common shares one-for-one and, under the plan, generally cannot be moved to other investment options and are distributed only in WOR common shares when he leaves Worthington Enterprises and its subsidiaries.

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Insider HAYEK JOSEPH B
Role President & CEO
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan 229.12 $49.51 $11K
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,289.75 shares (Direct, null)
Footnotes (1)
  1. 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. This amendment is being filed to correct an administrative error and reflects that the original Form 4 should have reported 229.12 shares of phantom stock credited to the reporting person's account in the Plan on March 25, 2026 at a price of $49.51, as compared to the previously reported 188.03 shares of phantom stock credited to the reporting person's account on March 24, 2026 at a price of $51.88. 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. 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 December 31, 2025.
Phantom stock grant 229.12 units Credited on March 25, 2026 under deferred compensation plan
Grant reference price $49.51 per unit Price used for 229.12 phantom stock units on March 25, 2026
Phantom stock balance 5,289.75 units Total phantom stock in CEO’s plan account after March 25, 2026 credit
Previously reported phantom stock 188.03 units Erroneous prior report for March 24, 2026 at $51.88 per unit
Prior reported price $51.88 per unit Price tied to previously reported 188.03 phantom stock units
phantom stock financial
"The theoretical WOR common shares ("phantom stock") credited to the reporting person's account..."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Deferred Compensation Plan financial
"credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors..."
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
dividend reinvestment feature financial
"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan..."
unfunded theoretical common shares financial
"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the dividend reinvestment feature..."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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).
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 OHIO 43085
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/25/2026
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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Acquired Under the Deferred Compensation Plan(1)03/25/2026A229.12(2) (3) (3)Common Shares229.12$49.515,289.75(4)D
Explanation of Responses:
1. 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.
2. This amendment is being filed to correct an administrative error and reflects that the original Form 4 should have reported 229.12 shares of phantom stock credited to the reporting person's account in the Plan on March 25, 2026 at a price of $49.51, as compared to the previously reported 188.03 shares of phantom stock credited to the reporting person's account on March 24, 2026 at a price of $51.88.
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 December 31, 2025.
/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek06/02/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Worthington Enterprises (WOR) report for CEO Joseph B. Hayek?

Worthington Enterprises reported an amended insider filing showing CEO Joseph B. Hayek received 229.12 phantom stock units on March 25, 2026 at $49.51 each. These units are part of a deferred compensation plan and increase his phantom stock balance to 5,289.75 units.

Why was the Form 4/A for Worthington Enterprises (WOR) CEO filed as an amendment?

The Form 4/A corrects an administrative error in an earlier report. It clarifies that 229.12 phantom stock shares were credited on March 25, 2026 at $49.51, rather than 188.03 shares on March 24, 2026 at $51.88 as previously reported.

What is the phantom stock reported for Worthington Enterprises (WOR) CEO?

The phantom stock consists of theoretical WOR common shares credited in a deferred compensation plan that track WOR shares one-for-one. They are unfunded book entries, with distributions made only in WOR common shares, generally starting when the executive leaves Worthington Enterprises and its subsidiaries.

How many phantom stock units does the Worthington Enterprises (WOR) CEO hold after this correction?

After the corrected phantom stock credit, CEO Joseph B. Hayek’s account reflects 5,289.75 phantom stock units. This total includes the 229.12 units credited on March 25, 2026 and additional units previously credited, including those from a dividend reinvestment feature.

Can the Worthington Enterprises (WOR) CEO transfer phantom stock to other investments in the plan?

Under the plan terms effective October 1, 2014, phantom stock amounts generally cannot be transferred to other deemed investment options until distribution. Distributions from the plan are made only in WOR common shares and typically begin when the participant leaves Worthington Enterprises and its subsidiaries.