STOCK TITAN
  1. Home
  2. Sec-filings
  3. WOR
  4. [Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Worthington Enterprises (WOR) CEO reports phantom stock grant and updated 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 award of 4.88 units of phantom stock under the company’s Deferred Compensation Plan, valued at $56.77 per unit.

After this credit, his phantom stock balance rose to 5,334.19 units, which track common shares on a one-for-one basis and are generally settled in common shares upon leaving the company. The filing also restates his direct holding of 210,339 common shares and indirect holdings of 1,677 and 2,000 common shares in separate IRAs, including amounts accumulated through dividend reinvestment features.

Positive

  • None.

Negative

  • None.

Insights

CEO received a small phantom stock credit as routine deferred compensation.

President & CEO Joseph B. Hayek was credited with 4.88 units of phantom stock at $56.77 per unit under the company’s Deferred Compensation Plan. This is coded as an acquisition grant, not an open-market purchase or sale, and represents standard non-cash compensation.

The phantom stock balance increased to 5,334.19 units, tracking common shares on a one-for-one basis and typically paid out in shares after departure. Alongside this, the filing shows stable direct ownership of 210,339 common shares and additional indirect IRA holdings, indicating the event is administrative rather than thesis-changing.

Insider HAYEK JOSEPH B
Role President & CEO
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan 4.88 $56.77 $277.04
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,334.19 shares (Direct, null); Common Shares — 210,339 shares (Direct, null); 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 March 31, 2026. 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 March 27, 2026.
Phantom stock grant 4.88 units at $56.77 Grant under Deferred Compensation Plan on 2026-05-29
Phantom stock balance 5,334.19 units Total theoretical WOR common shares after grant
Direct common shares 210,339 shares Direct ownership after transactions
Vanguard IRA shares 1,677 shares Indirect ownership via IRA, includes dividend reinvestment
Merrill Lynch IRA shares 2,000 shares Indirect ownership via IRA, includes 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 additional common shares acquired pursuant to the dividend reinvestment feature of the IRA"
unfunded theoretical common shares financial
"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the dividend reinvestment feature"
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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)
05/29/2026		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 Shares210,339D
Common Shares2,000IBy IRA (Merrill-Lynch)
Common Shares1,677(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)05/29/2026A4.88 (3) (3)Common Shares4.88$56.775,334.19(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 March 31, 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 March 27, 2026.
/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek06/02/2026
** 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 insider transaction did WOR CEO Joseph Hayek report in this Form 4?

Joseph Hayek reported receiving 4.88 units of phantom stock as a grant under Worthington’s Deferred Compensation Plan. These units are valued at $56.77 each and represent non-cash, compensation-related equity exposure rather than an open-market share purchase or sale.

How many phantom stock units does WOR’s CEO hold after this transaction?

After the latest credit, Joseph Hayek holds 5,334.19 phantom stock units. According to the plan, these theoretical WOR common shares track actual common shares one-for-one and are generally distributed in common shares when he leaves Worthington Enterprises and its subsidiaries.

Did Joseph Hayek buy or sell WORTHINGTON ENTERPRISES (WOR) shares on the market?

The Form 4 does not show open-market buys or sells. Instead, it reports a grant of 4.88 phantom stock units and restates existing direct and IRA share balances, indicating routine compensation and holdings disclosure rather than discretionary market trading activity.

What are phantom stock units in Worthington Enterprises’ Deferred Compensation Plan?

Phantom stock units are theoretical WOR common shares credited under the Deferred Compensation Plan. They track WOR common shares on a one-for-one basis, accumulate through features like dividend reinvestment, and are generally distributed in actual common shares when the executive leaves the company.

What direct common share holdings does WOR’s CEO report after this filing?

Joseph Hayek reports direct ownership of 210,339 WOR common shares. The filing also lists indirect holdings of 1,677 shares in a Vanguard IRA and 2,000 shares in a Merrill Lynch IRA, some of which were accumulated via dividend reinvestment features described in the footnotes.

Are the phantom stock units in WOR’s plan immediately transferable to other investments?

No. The Plan states that, effective October 1, 2014, amounts credited to the phantom stock fund cannot be moved to other deemed investment options until distribution. Distributions are made only in WOR common shares and generally begin when the participant leaves Worthington Enterprises.