Worthington (WOR) CEO Hayek awarded phantom stock and reports 210,814 shares

Rhea-AI Filing Summary

HAYEK JOSEPH B reported acquisition or exercise transactions in this Form 4 filing.

Worthington Enterprises President & CEO Joseph B. Hayek reported a routine compensation-related transaction. On March 24, 2026, he was granted 188.03 units of phantom stock under the company’s deferred compensation plan at a reference price of $51.88 per unit, bringing his phantom stock balance to 5,248.66 units.

The phantom stock tracks Worthington common shares on a one-for-one basis and, under the plan, amounts credited to the phantom stock fund cannot be moved to other investment options after October 1, 2014. Distributions are made only in Worthington common shares, generally starting when the executive leaves the company.

In addition to the phantom stock, Hayek is reported as holding 210,814 Worthington common shares directly, plus 2,000 shares in an IRA at Merrill Lynch and 1,671 shares in an IRA at Vanguard. Some of these positions include additional shares credited through dividend reinvestment features as of December 31, 2025.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider HAYEK JOSEPH B

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Acquired Under the Deferred Compensation Plan	188.03	$51.88	$10K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,248.66 shares (Direct); Common Shares — 210,814 shares (Direct); 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 December 31, 2025. 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 December 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

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

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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)	03/24/2026		A		188.03		(3)	(3)	Common Shares	188.03	$51.88	5,248.66(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	03/25/2026
	** Signature of Reporting Person	Date
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 did WOR CEO Joseph Hayek report in this Form 4?

Joseph Hayek reported a grant of 188.03 units of phantom stock on March 24, 2026 under Worthington’s deferred compensation plan, increasing his phantom stock balance to 5,248.66 units, which track Worthington Enterprises common shares one-for-one.

What is phantom stock in the Worthington Enterprises (WOR) plan?

Phantom stock represents theoretical Worthington common shares credited under a deferred compensation plan. Each unit tracks one Worthington share, and distributions are made only in actual Worthington common shares, generally beginning when the participant leaves Worthington Enterprises and its subsidiaries.

Can WOR phantom stock awards be moved to other investments in the plan?

Under the plan, amounts in the phantom stock fund cannot be transferred to other deemed investment options after October 1, 2014. Previously, balances could be reallocated, but now they remain in the phantom stock fund until distribution from the plan.

When are Worthington (WOR) phantom stock units distributed to Joseph Hayek?

Phantom stock units are distributed only in Worthington common shares and generally start when the participant leaves Worthington Enterprises and its subsidiaries. This means Hayek’s reported phantom stock balance is typically settled in shares at that later distribution event.

How many Worthington (WOR) common shares does Joseph Hayek now hold directly?

After the reported update, Hayek holds 210,814 Worthington common shares directly. He also has indirect holdings of 2,000 shares in an IRA at Merrill Lynch and 1,671 shares in an IRA at Vanguard, including dividend reinvestment credits.

How were additional WOR shares added through dividend reinvestment?

Footnotes state that some reported amounts include additional common shares and phantom stock credited via dividend reinvestment features. These additions were reflected in statements dated December 31, 2025 for the IRAs and the 2005 nonqualified deferred compensation plan.