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  4. [Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Worthington Enterprises (NYSE: WOR) CEO adds phantom stock units and updates holdings

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

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 reported a routine compensation-related grant of 5.81 units of phantom stock under the company’s deferred compensation plan at a reference price of $47.64 per unit. This raised his phantom stock balance to 5,060.63 units, which track Worthington common shares on a one-for-one basis and are generally distributed in common shares after he leaves the company.

He also reported unchanged overall ownership positions of 210,814 common shares held directly, 2,000 common shares held indirectly through an IRA at Merrill Lynch, and 1,671 common shares held indirectly through an IRA at Vanguard. Footnotes explain that these IRA and phantom balances include additional amounts credited through dividend reinvestment features as of December 31, 2025, making this filing mainly an update of compensation and reinvested holdings rather than any open-market trading.

Positive

  • None.

Negative

  • None.
Insider HAYEK JOSEPH B
Role President & CEO
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan 5.81 $47.64 $276.79
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,060.63 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 December 31, 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 December 31, 2025.
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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)
03/20/2026		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)

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
Common Shares210,814D
Common Shares2,000IBy IRA (Merrill-Lynch)
Common Shares1,671(1)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Acquired Under the Deferred Compensation Plan(2)03/20/2026A5.81 (3) (3)Common Shares5.81$47.645,060.63(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. Hayek03/23/2026
** 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 did WOR CEO Joseph B. Hayek report in this Form 4?

Joseph B. Hayek reported a grant of 5.81 phantom stock units under a deferred compensation plan. He also updated his direct and IRA-held Worthington common share balances, including dividend reinvestments, without reporting any open-market purchases or sales.

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

After the grant, Joseph B. Hayek holds 5,060.63 phantom stock units tied to Worthington common shares. These units track the share price one-for-one and are generally distributed in common shares after he leaves Worthington Enterprises and its subsidiaries.

Did the WOR CEO buy or sell common shares in the market in this filing?

No open-market purchases or sales of Worthington common shares were reported. The filing shows a phantom stock award and updated common share balances, including dividend reinvestments within IRAs and the deferred compensation plan, rather than discretionary trading activity.

What are phantom stock units in the Worthington deferred compensation plan?

Phantom stock units are theoretical Worthington common shares credited to an account, tracking the share price one-for-one. Under the plan, balances cannot be moved to other investment options and are generally paid out in Worthington common shares upon the participant’s departure.

How many WOR common shares does the CEO hold directly and indirectly?

Joseph B. Hayek reports 210,814 Worthington common shares held directly. Indirectly, he reports 2,000 shares through an IRA at Merrill Lynch and 1,671 shares through an IRA at Vanguard, with amounts including shares added via dividend reinvestment features.

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

Yes. Footnotes state that both the IRA-held common shares and the phantom stock units include additional amounts credited through dividend reinvestment features as of December 31, 2025, reflecting automatic plan activity rather than separate trading decisions.