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Worthington CEO acquires 5.55 phantom shares

WORTHINGTON ENTERPRISES, INC.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. (WOR) reported that President & CEO and director Joseph B. Hayek acquired 5.55 units of phantom stock on September 18, 2026 under the company’s deferred compensation plan, valued at $57.38 per theoretical share.

The phantom stock tracks WOR common shares on a one-for-one basis, and distributions are made only in WOR common shares, generally beginning after Mr. Hayek leaves Worthington Enterprises and its subsidiaries. After this credit, his phantom stock balance is 6,222.9 theoretical shares, and he also holds common shares directly and through IRAs.

Positive

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Negative

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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 5.55 $57.38 $318.46
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 6,222.9 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 acquired 5.55 theoretical shares Phantom stock credited on September 18, 2026 under the deferred compensation plan
Phantom stock reference value $57.38 per theoretical share Value used for the 5.55 phantom stock units acquired on September 18, 2026
Phantom stock balance after transaction 6,222.9 theoretical shares Total phantom stock units in the plan account after the September 18, 2026 credit
Direct WOR common shares held 239,125 shares Direct ownership position as of the holdings reported on September 18, 2026
Indirect WOR shares via Merrill-Lynch IRA 2,000 shares Indirect ownership through an IRA (Merrill-Lynch) as reported on September 18, 2026
Indirect WOR shares via Vanguard IRA 1,683 shares Indirect ownership through an IRA (Vanguard), including dividend reinvestment credits
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 Acquired Under 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 common shares acquired pursuant to the dividend reinvestment feature of the IRA"
unfunded theoretical common shares financial
"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited"
nonqualified plan financial
"credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WOR’s President & CEO acquire in the latest Form 4 filing?

He acquired 5.55 units of phantom stock on September 18, 2026 under the Worthington deferred compensation plan, at a reference value of $57.38 per unit. These theoretical shares track WOR common shares on a one-for-one basis.

How many phantom stock units does the WOR insider hold after this transaction?

After the September 18, 2026 transaction, the insider’s account holds 6,222.9 theoretical WOR common shares in the form of phantom stock credited under the deferred compensation plan.

How and when are WOR phantom stock units paid out to the insider?

According to the plan, any amount in the phantom stock fund may not be transferred to other investment options after October 1, 2014, and distributions are made only in WOR common shares, generally commencing when the participant leaves Worthington Enterprises and its subsidiaries.

Does this WOR Form 4 indicate trades under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmatively used, and there is no footnote stating that the reported phantom stock acquisition was made pursuant to a Rule 10b5-1 trading plan.

What are the WOR common share holdings reported for the insider?

The Form 4 reports 239,125 WOR common shares held directly, plus 2,000 shares held indirectly through an IRA at Merrill-Lynch and 1,683 shares held indirectly through an IRA at Vanguard, which include shares credited via a dividend reinvestment feature.

How are dividends reflected in the WOR phantom stock and IRA positions?

Footnotes state that the reported amounts include additional theoretical phantom stock and additional common shares credited under dividend reinvestment features of the 2005 nonqualified (NQ) plan and an IRA, based on plan statements dated June 29 and June 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
09/18/2026
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)09/18/2026A5.55 (3) (3)Common Shares5.55$57.386,222.9(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. Hayek09/21/2026
** 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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