STOCK TITAN

Worthington CEO granted 5.09 phantom stock units

WOR’s President & CEO received additional phantom stock units under a deferred compensation plan, bringing his reported phantom and common share holdings to updated levels.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. (symbol: WOR) is the issuer of record for a Form 4 filing submitted to the SEC. HAYEK JOSEPH B reported acquisition or exercise transactions in this Form 4 filing.

WORTHINGTON ENTERPRISES, INC. (WOR) reported that President & CEO Joseph B. Hayek received a grant of 5.09 phantom stock units on September 4, 2026 under the company’s Deferred Compensation Plan, tracking WOR common shares on a one-for-one basis. Following this award and dividend reinvestments, he holds 6,217.35 phantom stock units, 239,125 common shares directly, and additional common shares indirectly through IRAs. No Rule 10b5-1 trading plan is reported.

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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 F2, F3, F4 5.09 $62.49 $318.07
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 6,217.35 contracts (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 5.09 units Grant/award acquisition on September 4, 2026 under the Deferred Compensation Plan
Phantom stock units after transaction 6,217.35 units Theoretical WOR common shares credited in the phantom stock fund after the award
Reference price for phantom stock grant $62.49 per unit Per-unit value used for the 5.09 phantom stock units on September 4, 2026
Direct common share holdings 239,125 shares WOR common shares held directly by Joseph B. Hayek after the reported date
Indirect IRA holdings (Merrill Lynch) 2,000 shares WOR common shares held indirectly via an IRA at Merrill Lynch
Indirect IRA holdings (Vanguard) 1,683 shares WOR common shares held indirectly via an 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 credited to the reporting person's account in 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 unfunded theoretical common shares ... credited pursuant to the dividend reinvestment feature"
nonqualified plan financial
"the additional unfunded theoretical common shares ... credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan"
phantom stock fund financial
"any amount credited in a participant's account to the phantom stock fund may not be transferred"

FAQ

What insider transaction did WOR report for President & CEO Joseph B. Hayek?

WORTHINGTON ENTERPRISES reported that Joseph B. Hayek acquired 5.09 phantom stock units on September 4, 2026 as a grant or award under the Amended and Restated 2005 Deferred Compensation Plan for Directors.

How many phantom stock units linked to WOR common shares does the CEO hold after this Form 4?

After the September 4, 2026 grant and related dividend reinvestments, Joseph B. Hayek’s account shows 6,217.35 phantom stock units, which track WOR common shares on a one-for-one basis under the deferred compensation plan.

How many WOR common shares does the CEO own directly according to this filing?

The filing reports that Joseph B. Hayek holds 239,125 WOR common shares directly as of September 4, 2026, in addition to phantom stock units and indirect holdings through IRAs.

What indirect WOR share holdings through IRAs are reported for the CEO?

Joseph B. Hayek is reported to hold 2,000 WOR common shares indirectly via an IRA at Merrill Lynch and 1,683 shares indirectly via an IRA at Vanguard, including amounts credited through a dividend reinvestment feature as of June 30, 2026.

How are WOR phantom stock units credited and distributed under the deferred compensation plan?

The phantom stock units are unfunded theoretical WOR common shares that track WOR stock one-for-one. Under the plan, amounts in the phantom stock fund generally cannot be transferred to other options after October 1, 2014, and distributions are made only in WOR common shares, usually upon leaving the company.

Were the reported WOR phantom stock units affected by dividend reinvestment features?

Yes. Footnotes state that the totals include additional unfunded phantom shares credited via the dividend reinvestment feature of the 2005 nonqualified plan on June 29, 2026, and additional common shares in an IRA via its dividend reinvestment feature as of June 30, 2026.

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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)
09/04/2026
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)09/04/2026A5.09 (3) (3)Common Shares5.09$62.496,217.35(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. Hayek09/08/2026
** 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)

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