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

Rhea-AI Filing Summary

Worthington Enterprises President & CEO Joseph B. Hayek reported a small acquisition of phantom stock tied to the company’s common shares. On February 6, 2026, 4.69 units of phantom stock were credited to his deferred compensation account at a reference price of $59.10 per share.

Following this, Hayek beneficially owns 210,814 common shares directly, plus 2,000 common shares in a Merrill Lynch IRA and 1,671 common shares in a Vanguard IRA. His deferred compensation balance includes 5,044.55 phantom stock units, which track Worthington common shares one-for-one and are generally distributed in shares after he leaves the company. Both his IRAs and the phantom stock plan use dividend reinvestment to accumulate additional shares or units.

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)
02/06/2026

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)	02/06/2026		A		4.69		(3)	(3)	Common Shares	4.69	$59.1	5,044.55(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	02/09/2026
	** 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 did Worthington (WOR) CEO Joseph B. Hayek report in this Form 4?

Joseph B. Hayek reported the crediting of 4.69 units of phantom stock on February 6, 2026. These units were valued using a $59.10 reference price and were added under Worthington’s deferred compensation plan, which tracks the company’s common shares on a one-for-one basis.

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

After the reported transactions, Joseph B. Hayek beneficially owns 210,814 Worthington common shares directly. He also holds 2,000 common shares through a Merrill Lynch IRA and 1,671 common shares through a Vanguard IRA, some of which were increased via dividend reinvestment features.

What is the phantom stock reported by Worthington (WOR) CEO Joseph B. Hayek?

The phantom stock consists of theoretical Worthington common shares credited under the company’s 2005 Deferred Compensation Plan. These units track WOR common shares one-for-one and are unfunded bookkeeping entries, with distributions made only in WOR common shares, generally after the participant leaves Worthington and its subsidiaries.

How many phantom stock units does Joseph B. Hayek hold after this Form 4?

Following the reported crediting of 4.69 phantom stock units at a $59.10 reference price, Joseph B. Hayek holds 5,044.55 phantom stock units. This amount includes additional units credited on December 31, 2025, through the plan’s dividend reinvestment feature under the 2005 nonqualified deferred compensation plan.

How do dividend reinvestment features affect Joseph B. Hayek’s Worthington (WOR) holdings?

Dividend reinvestment features in Hayek’s IRA accounts and the deferred compensation plan automatically use dividends to acquire additional common shares or phantom units. Footnotes indicate extra common shares and phantom stock were credited as of December 31, 2025, increasing his reported beneficial ownership balances.

When can Joseph B. Hayek transfer or receive his Worthington phantom stock units?

Since October 1, 2014, amounts in the phantom stock fund under the deferred compensation plan cannot be transferred to other investment options until distribution. Distributions occur only in Worthington common shares and generally begin after the participant leaves Worthington Enterprises and its subsidiaries.