WORTHINGTON (NYSE: WOR) CEO boosts phantom stock and reports share holdings

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. President & CEO Joseph B. Hayek reported an acquisition of 4.840 units of phantom stock under the company’s deferred compensation plan at $57.1600 per unit on February 20, 2026.

This increased his phantom stock balance to 5,049.390 theoretical common shares, which track WOR common shares on a one-for-one basis under the Worthington deferred compensation plan. The filing also reports direct ownership of 210,814 common shares and additional indirect holdings through IRAs at Merrill Lynch and Vanguard.

Footnotes explain that both the phantom stock and certain IRA positions include additional shares credited through dividend reinvestment as of December 31, 2025, and that phantom stock balances are paid out in WOR common shares, generally after the executive leaves Worthington Enterprises or its subsidiaries.

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)
02/20/2026

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								1,671(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)	02/20/2026		A		4.84		(3)	(3)	Common Shares	4.84	$57.16	5,049.39(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 December 31, 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 December 31, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	02/23/2026
	** 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

What insider transaction did WOR President & CEO Joseph Hayek report on this Form 4?

Joseph Hayek reported acquiring 4.840 units of phantom stock on February 20, 2026, at $57.1600 per unit. These theoretical shares are credited under Worthington’s deferred compensation plan and track WOR common shares on a one-for-one basis for his benefit.

What is the total phantom stock balance reported for WOR CEO Joseph Hayek?

After the reported acquisition, Joseph Hayek’s phantom stock balance is 5,049.390 theoretical WOR common shares. This balance is held under the Worthington deferred compensation plan and is designed to mirror the value of WOR common shares until eventual distribution.

How many WORTHINGTON ENTERPRISES (WOR) common shares does Joseph Hayek directly own?

The filing shows Joseph Hayek directly holding 210,814 WOR common shares as of the reported date. This figure is disclosed as his direct ownership position, separate from phantom stock and indirect IRA holdings identified elsewhere in the Form 4.

What indirect WOR share holdings are reported for Joseph Hayek through IRAs?

The Form 4 lists 2,000 WOR common shares held indirectly via an IRA at Merrill Lynch and 1,671 shares via an IRA at Vanguard. Footnotes note that these IRA positions include additional shares credited through dividend reinvestment as of December 31, 2025.

How does the WOR deferred compensation phantom stock plan work for Joseph Hayek?

Under the Worthington deferred compensation plan, Joseph Hayek’s phantom stock tracks WOR common shares one-for-one. Since October 1, 2014, amounts in the phantom stock fund generally cannot be transferred to other options and are distributed only in WOR common shares upon leaving the company.

Do dividend reinvestments affect Joseph Hayek’s WOR phantom stock and IRA holdings?

Yes. Footnotes state that additional theoretical WOR shares were credited to his phantom stock account and IRA holdings through dividend reinvestment. These credits are reflected in balances reported as of December 31, 2025, increasing both phantom and IRA-related positions without open-market transactions.