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Worthington Enterprises (WOR) CEO adds phantom stock under deferred plan

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 routine equity-related updates with no open-market buying or selling of common shares. He received an award of 5.09 units of phantom stock under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors at a reference price of $54.38 per unit, bringing his phantom stock balance to 5,283.04 units. These theoretical WOR common shares track actual common shares on a one-for-one basis and are distributed only in WOR common shares, generally after he leaves Worthington Enterprises and its subsidiaries. The filing also shows updated common share holdings of 210,339 shares held directly, plus 1,677 and 2,000 common shares held indirectly through IRA accounts at Vanguard and Merrill Lynch, which include amounts credited through dividend reinvestment features.

Positive

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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 5.09 $54.38 $276.79
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,283.04 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 5.09 units Phantom stock acquired under Deferred Compensation Plan
Phantom stock reference price $54.38 per unit Grant of phantom stock units on 2026-05-01
Total phantom stock after grant 5,283.04 units Balance of theoretical WOR common shares in plan
Direct common shares 210,339 shares Common Shares held directly after transactions
Vanguard IRA common shares 1,677 shares Indirect ownership by IRA (Vanguard)
Merrill Lynch IRA common shares 2,000 shares Indirect ownership by IRA (Merrill-Lynch)
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
"Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the "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"
IRA financial
"additional common shares acquired pursuant to the dividend reinvestment feature of the IRA"
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.
unfunded theoretical common shares financial
"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited"
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)
05/01/2026
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)05/01/2026A5.09 (3) (3)Common Shares5.09$54.385,283.04(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. Hayek05/04/2026
** 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)

FAQ

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

Joseph B. Hayek reported a small phantom stock award and updated holdings. He acquired 5.09 phantom stock units under a deferred compensation plan and reported direct and IRA-based common share balances, with no open-market purchases or sales of WOR common shares disclosed.

How many phantom stock units does the WOR CEO hold after this Form 4 filing?

After this filing, the WOR CEO holds 5,283.04 phantom stock units. These theoretical units track Worthington Enterprises common shares on a one-for-one basis and are payable only in WOR common shares, generally beginning when he leaves Worthington Enterprises and its subsidiaries.

Did the Worthington Enterprises (WOR) CEO buy or sell any common shares in the market?

The filing does not show any open-market buys or sells by the CEO. It reports updated balances of directly and indirectly held common shares, including IRA accounts with dividend reinvestment, plus a grant of phantom stock under a deferred compensation plan.

What is the reference price and size of the phantom stock grant to the WOR CEO?

The CEO received 5.09 phantom stock units at a reference price of $54.38. The units were credited under a deferred compensation plan and track Worthington Enterprises common shares, adding to his existing phantom stock balance rather than representing cash or common share transactions.

How many Worthington Enterprises (WOR) common shares does the CEO hold directly and through IRAs?

The CEO reports 210,339 WOR common shares held directly. In addition, he holds 1,677 common shares through an IRA at Vanguard and 2,000 common shares through an IRA at Merrill Lynch, with balances reflecting dividend reinvestment features in those accounts.