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[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. President & CEO Joseph B. Hayek reported equity compensation and related tax withholding transactions involving the company’s common shares. He received 3,495 common shares as a grant or award tied to long-term performance objectives over a three-year period ended May 31, 2026, and 829.98 phantom stock units under a deferred compensation plan that track common shares one-for-one.

To cover tax obligations upon vesting of restricted stock, 1,559 common shares were withheld at $53.09 per share. After these direct transactions, Hayek directly holds 240,684 common shares and 6,192.59 phantom stock units1,683 common shares in a Vanguard IRA and 2,000 common shares in a Merrill Lynch IRA, which include additional shares from dividend reinvestment features.

Positive

  • None.

Negative

  • None.

Insights

Filing shows routine equity awards, phantom stock accrual, and tax withholding.

Joseph B. Hayek, President & CEO of WORTHINGTON ENTERPRISES, INC., reported a grant of 3,495 common shares stemming from a long-term performance share award covering the three-year period ended May 31, 2026. He also accrued 829.98 phantom stock units in a deferred compensation plan that mirrors common shares on a one-for-one basis.

The filing notes 1,559 common shares withheld at $53.09 per share to satisfy tax obligations on vesting, a non-market disposition categorized as a tax-withholding event. After these entries, his direct holdings are 240,684 common shares plus 6,192.59 phantom stock units, alongside indirect IRA positions of 1,683 and 2,000 shares, which include dividend reinvestment. Overall, these are standard compensation and withholding mechanics rather than discretionary open-market trades.

Insider HAYEK JOSEPH B
Role President & CEO
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan 829.98 $53.09 $44K
Grant/Award Common Shares 3,495 $0.00 --
Tax Withholding Common Shares 1,559 $53.09 $83K
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 6,192.59 shares (Direct, null); Common Shares — 240,684 shares (Direct, null); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch))
Footnotes (1)
  1. A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2026. On June 22, 2026, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2026. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting. 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. 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 June 29, 2026.
Performance share grant 3,495 common shares Long-term performance award for three-year period ended May 31, 2026
Tax withholding shares 1,559 common shares Shares withheld on vesting of restricted stock at $53.09 per share
Direct common share holdings 240,684 common shares Direct holdings after reported transactions
Phantom stock balance 6,192.59 units Deferred compensation plan units tracking common shares one-for-one
New phantom stock units 829.98 units Phantom stock acquired at $53.09 per unit
Vanguard IRA holdings 1,683 common shares Indirect holdings including dividend reinvestment as of June 30, 2026
Merrill Lynch IRA holdings 2,000 common shares Indirect holdings including dividend reinvestment as of June 30, 2026
Share withholding price $53.09 per share Price used to value shares withheld for tax obligations
phantom stock financial
"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"
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
"credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors"
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.
long-term performance share award financial
"A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan."
tax withholding obligation financial
"Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting."
dividend reinvestment feature financial
"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."
phantom stock fund financial
"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"
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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)
07/07/2026		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 Shares07/07/2026A3,495(1)A$0.00240,684D
Common Shares07/07/2026F1,559(2)D$53.09239,125D
Common Shares2,000IBy IRA (Merrill-Lynch)
Common Shares1,683(3)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(4)07/07/2026A829.98 (5) (5)Common Shares829.98$53.096,192.59(6)D
Explanation of Responses:
1. A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2026. On June 22, 2026, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2026.
2. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
3. 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.
4. 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.
5. 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.
6. 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. Hayek07/08/2026
** 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)

Source: View Original Filing on SEC EDGAR