STOCK TITAN

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

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

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. President & CEO Joseph B. Hayek reported compensation-related equity activity, mainly restricted stock awards and tax withholding.

On June 25, 2026, he received grants of 19,900, 9,230 and 4,610 common shares of restricted stock under the 2024 Long-Term Incentive Plan, vesting on the first, second and third anniversaries of the grant dates. On June 26, 2026, 1,472 common shares were withheld at $56.35 per share to satisfy tax obligations upon restricted stock vesting. He also acquired 4.91 units of phantom stock at $56.35 under a deferred compensation plan, which tracks common shares one-for-one.

After these transactions, Hayek directly holds 242,607 common shares and 5,343.74 phantom stock units, plus indirect holdings of 1,677 shares in a Vanguard IRA and 2,000 shares in a Merrill Lynch IRA.

Positive

  • None.

Negative

  • None.
Insider HAYEK JOSEPH B
Role President & CEO
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan 4.91 $56.35 $276.68
Tax Withholding Common Shares 1,472 $56.35 $83K
Grant/Award Common Shares 19,900 $0.00 --
Grant/Award Common Shares 9,230 $0.00 --
Grant/Award Common Shares 4,610 $0.00 --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,343.74 shares (Direct, null); Common Shares — 242,607 shares (Direct, null); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch))
Footnotes (1)
  1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the second anniversary of the grant date. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the first anniversary of the grant date. 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 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.
Tax-withheld shares 1,472 shares at $56.35 Common shares withheld for tax on vesting, June 26, 2026
Restricted stock grant 19,900 common shares Award under 2024 Long-Term Incentive Plan, vests on first anniversary
Restricted stock grant 9,230 common shares Award under 2024 Long-Term Incentive Plan, vests on second anniversary
Restricted stock grant 4,610 common shares Award under 2024 Long-Term Incentive Plan, vests on third anniversary
Phantom stock units 4.91 units at $56.35 Deferred compensation plan credit on June 26, 2026
Direct common share holdings 242,607 shares Total common shares directly held after transactions
restricted stock financial
"An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
2024 Long-Term Incentive Plan financial
"An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan."
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, as amended (the "Plan")."
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
"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")."
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
"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."
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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)
06/25/2026
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 Shares06/25/2026A19,900(1)A$0.00230,239D
Common Shares06/25/2026A9,230(2)A$0.00239,469D
Common Shares06/25/2026A4,610(3)A$0.00244,079D
Common Shares06/26/2026F1,472(4)D$56.35242,607D
Common Shares2,000IBy IRA (Merrill-Lynch)
Common Shares1,677(5)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(6)06/26/2026A4.91 (7) (7)Common Shares4.91$56.355,343.74(8)D
Explanation of Responses:
1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date.
2. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the second anniversary of the grant date.
3. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the first anniversary of the grant date.
4. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
5. 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.
6. 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.
7. 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.
8. 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. Hayek06/29/2026
** 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)