Worthington CEO awarded phantom stock units

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

Rhea-AI Filing Summary

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

Worthington Enterprises President & CEO Joseph B. Hayek reported an award of 5.43 units of phantom stock under the company’s deferred compensation plan on March 6, 2026, at a reference price of $51.03 per unit. After this grant, his phantom stock balance is 5,054.82 units, which track Worthington common shares on a one-for-one basis.

The filing also shows he directly holds 210,814 Worthington common shares, plus indirect holdings of 2,000 shares in an IRA at Merrill Lynch and 1,671 shares in an IRA at Vanguard. Footnotes note additional phantom stock and IRA shares credited through dividend reinvestment features as of December 31, 2025.

Insider Trade Summary

Grant/Award: 5.43 shares

Grant/Award 4 txns

Insider HAYEK JOSEPH B

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Acquired Under the Deferred Compensation Plan	5.43	$51.03	$277.09
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,054.82 contracts (Direct); Common Shares — 210,814 shares (Direct); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch)); Common Shares — 1,671 shares (Indirect, By IRA (Vanguard))

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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.

FAQ

What did WOR President & CEO Joseph B. Hayek report in this Form 4?

Joseph B. Hayek reported an award of 5.43 phantom stock units under a deferred compensation plan at a reference price of $51.03 per unit, increasing his phantom stock balance to 5,054.82 units that track Worthington Enterprises common shares one-for-one.

How many Worthington Enterprises (WOR) phantom stock units does the CEO now hold?

Following the latest award, the CEO’s account holds 5,054.82 phantom stock units. These theoretical Worthington Enterprises common shares track the stock on a one-for-one basis within the deferred compensation plan and are generally distributed in actual shares after leaving the company.

What common share holdings did WOR’s CEO disclose in this filing?

The CEO reported 210,814 common shares held directly. He also reported indirect ownership of 2,000 common shares through an IRA at Merrill Lynch and 1,671 common shares through an IRA at Vanguard, reflecting his combined direct and IRA-related stakes.

How does the Worthington Enterprises phantom stock plan work for WOR insiders?

The phantom stock credited under the plan represents theoretical Worthington common shares that mirror the stock one-for-one. Amounts in the phantom stock fund cannot be transferred to other investment options after October 1, 2014, and are generally distributed in common shares upon leaving the company.

Were dividend reinvestments involved in the WOR CEO’s reported holdings?

Yes. Footnotes state the reported IRA common shares include additional shares acquired through a dividend reinvestment feature as of December 31, 2025. They also note additional unfunded theoretical common shares credited to the phantom stock balance via dividend reinvestment under the nonqualified plan.

Is this WOR Form 4 a stock sale or a routine compensation award?

This Form 4 reflects a grant of phantom stock units, classified as a grant, award or other acquisition. There are no reported open-market stock sales or purchases; the filing mainly updates compensation-related phantom stock and existing share holdings, including IRAs.

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Accepted by SEC EDGAR 03/09/2026 - 09:56 AM Learn about SEC filing dates

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

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 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)
03/06/2026

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)	03/06/2026		A		5.43		(3)	(3)	Common Shares	5.43	$51.03	5,054.82(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	03/09/2026
	** Signature of Reporting Person	Date
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