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Worthington Enterprises (WOR) CEO Hayek Adds 4.75 Phantom Stock Units

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

Rhea-AI Filing Summary

Worthington Enterprises, Inc. insider Joseph B. Hayek, the company’s President, CEO and a director, reported the acquisition of 4.75 units of phantom stock on December 12, 2025 under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors.

These phantom stock units track WOR common shares on a one-for-one basis and were credited through the plan’s dividend reinvestment feature at a derivative price of $58.36 per unit, bringing his phantom stock balance to 5,006.03 units. Following the reported transactions, Hayek also beneficially owns 210,814 WOR common shares directly, plus 2,000 shares in an IRA at Merrill Lynch and 1,665 shares in an IRA at Vanguard, amounts that include additional shares acquired through dividend reinvestment as of September 30, 2025.

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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 4.75 $58.36 $277.21
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,006.03 shares (Direct); Common Shares — 210,814 shares (Direct); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch))
Footnotes (1)
  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 September 30, 2025. 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. 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 September 29, 2025.
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Form 4 Insider Transactions: What Each Field Means →
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)
12/12/2025
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 1,665(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) 12/12/2025 A 4.75 (3) (3) Common Shares 4.75 $58.36 5,006.03(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 September 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 September 29, 2025.
/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek 12/16/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

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

Joseph B. Hayek, President, CEO and director of Worthington Enterprises, Inc., reported acquiring 4.75 units of phantom stock on December 12, 2025 under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors.

How many Worthington Enterprises (WOR) phantom stock units does Joseph B. Hayek now hold?

After the reported transaction, Joseph B. Hayek’s account shows 5,006.03 units of phantom stock, which are theoretical WOR common shares credited under the deferred compensation plan.

How many Worthington Enterprises (WOR) common shares does Joseph B. Hayek beneficially own?

Following the reported transactions, Joseph B. Hayek beneficially owns 210,814 WOR common shares directly, plus 2,000 shares in an IRA at Merrill Lynch and 1,665 shares in an IRA at Vanguard. These amounts include additional shares acquired through dividend reinvestment as of September 30, 2025.

What is phantom stock in the Worthington Industries deferred compensation plan for directors?

Under the plan, the theoretical WOR common shares referred to as phantom stock are credited to a participant’s account and track WOR common shares on a one-for-one basis. Amounts credited to the phantom stock fund generally cannot be transferred to other deemed investment options after October 1, 2014 and are distributed only in WOR common shares, typically when a participant leaves Worthington Enterprises, Inc. and its subsidiaries.

How were additional WOR phantom stock units credited to Joseph B. Hayek’s account in 2025?

The reported phantom stock units include amounts credited through dividend reinvestment features. The explanation notes that additional unfunded theoretical common shares were credited under the 2005 nonqualified plan on September 29, 2025, and 4.75 phantom stock units were acquired on December 12, 2025 under the deferred compensation plan.

At what price were the new Worthington Enterprises phantom stock units recorded?

The 4.75 phantom stock units acquired on December 12, 2025 were recorded at a derivative price of $58.36 per unit in the deferred compensation plan.