STOCK TITAN

Worthington Enterprises (WOR) CEO adds phantom stock and reports share holdings

(Neutral)
(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 grant of 4.74 phantom stock units under the Worthington deferred compensation plan on 2026-08-07 at $58.42 per unit, bringing his phantom stock balance to 6,207.38 theoretical common shares. These phantom units track WOR common shares one-for-one and, under the plan, amounts credited to the phantom stock fund generally cannot be moved to other investment options and are distributed only in WOR common shares, typically after leaving the company.

On the same date, Hayek reported 239,125 common shares held directly, plus 2,000 common shares held indirectly through an IRA at Merrill Lynch and 1,683 common shares held indirectly through an IRA at Vanguard, the latter including additional shares from a dividend reinvestment feature.

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 F2, F3, F4 4.74 $58.42 $276.91
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 6,207.38 shares (Direct); Common Shares — 239,125 shares (Direct); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch)); Common Shares — 1,683 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 June 30, 2026.
  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 June 29, 2026.
Phantom stock units granted 4.7400 units Grant/award acquisition on 2026-08-07 under deferred compensation plan
Phantom stock price $58.4200 per unit Value used for 4.74 phantom stock units granted on 2026-08-07
Total phantom stock units after grant 6207.3800 units Theoretical WOR common shares credited in phantom stock account after transaction
Direct common shares held 239125.0000 shares Direct WOR common share holdings reported as of 2026-08-07
Indirect IRA (Merrill Lynch) shares 2000.0000 shares WOR common shares held indirectly via IRA at Merrill Lynch
Indirect IRA (Vanguard) shares 1683.0000 shares WOR common shares held indirectly via IRA at Vanguard, including dividend reinvestment
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
"Phantom Stock Acquired Under the Deferred Compensation Plan"
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 credited pursuant to the dividend reinvestment feature"
2005 NQ Plan financial
"credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan on June 29, 2026"
IRA financial
"By IRA (Merrill-Lynch)"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

FAQ

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

Joseph B. Hayek reported a grant of 4.74 phantom stock units at $58.42 each under a deferred compensation plan, increasing his phantom stock balance to 6,207.38 theoretical WOR common shares as of 2026-08-07.

How many WOR phantom stock units does Joseph B. Hayek now hold?

After the reported grant, Hayek holds 6,207.38 theoretical WOR common shares as phantom stock. These units track WOR common shares one-for-one and are generally distributable only in WOR common shares upon leaving the company.

What are Joseph B. Hayek’s direct common share holdings in WOR?

Hayek reported holding 239,125 WOR common shares directly as of 2026-08-07. This position is separate from his phantom stock units credited under the company’s deferred compensation plan for directors and executives.

What indirect WOR share holdings did Joseph B. Hayek disclose?

Hayek reported 2,000 WOR common shares held indirectly through an IRA at Merrill Lynch and 1,683 WOR common shares held indirectly through an IRA at Vanguard, with the Vanguard amount including shares from dividend reinvestment as of June 30, 2026.

How does WOR’s phantom stock deferred compensation plan work for Hayek?

Hayek’s phantom stock units are theoretical WOR common shares under a deferred compensation plan, tracking common shares one-for-one. Since October 1, 2014, amounts in the phantom stock fund cannot be reallocated to other options and are generally distributed in shares upon leaving the company.

Were any WOR common shares bought or sold in this Form 4 filing?

The filing reports a grant of phantom stock units, not a market purchase or sale of WOR common shares. It also discloses Hayek’s direct and IRA-held common share balances as of 2026-08-07, without recording a buy or sell transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
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)
08/07/2026
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 Shares239,125D
Common Shares2,000IBy IRA (Merrill-Lynch)
Common Shares1,683(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)08/07/2026A4.74 (3) (3)Common Shares4.74$58.426,207.38(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 June 30, 2026.
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 June 29, 2026.
/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek08/10/2026
** 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)