Worthington Enterprises (WOR) CEO reports new phantom stock units

Rhea-AI Filing Summary

Worthington Enterprises President & CEO Joseph B. Hayek reported a small increase in his deferred equity exposure. On January 23, 2026, he acquired 5.22 units of phantom stock under the company’s Amended and Restated 2005 Deferred Compensation Plan for Directors at $53.01 per unit, bringing his total phantom stock balance to 5,039.86 units. These theoretical units track Worthington Enterprises common shares on a one-for-one basis and are generally settled in common shares after he leaves the company.

Hayek also reported ownership of 210,814 common shares directly, plus additional common shares held indirectly through IRAs at Merrill Lynch and Vanguard, which include amounts added through dividend reinvestment as of December 31, 2025.

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

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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 OH 43085

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	01/23/2026		A		5.22		(3)	(3)	Common Shares	5.22	$53.01	5,039.86(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	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WOR President & CEO Joseph B. Hayek report on this Form 4?

Joseph B. Hayek reported acquiring 5.22 units of phantom stock under Worthington Enterprises’ deferred compensation plan on January 23, 2026 at a price of $53.01 per unit, increasing his phantom stock balance to 5,039.86 units.

What is the phantom stock reported by WOR insider Joseph B. Hayek?

The reported phantom stock consists of theoretical Worthington Enterprises common shares credited under the Amended and Restated 2005 Deferred Compensation Plan for Directors. Each phantom share tracks one WOR common share and is generally distributed only in WOR common shares after the participant leaves Worthington Enterprises and its subsidiaries.

How many Worthington Enterprises (WOR) shares does Joseph B. Hayek own after this transaction?

After the reported transaction, Joseph B. Hayek beneficially owned 210,814 Worthington Enterprises common shares directly, plus additional common shares held indirectly through IRAs at Merrill Lynch (2,000 shares) and Vanguard (1,671 shares), in addition to 5,039.86 phantom stock units in the deferred compensation plan.

How were dividend reinvestments reflected in Joseph B. Hayek’s WOR holdings?

Footnotes state that both the IRA common share balances and the phantom stock units include additional amounts credited through dividend reinvestment features as of December 31, 2025, based on the respective plan statements.

Does Joseph B. Hayek’s phantom stock in WOR track the common shares one-for-one?

Yes. The filing states that the theoretical WOR common shares, or phantom stock, credited to his account under the deferred compensation plan track WOR common shares on a one-for-one basis.

When can Worthington Enterprises phantom stock under the deferred compensation plan be transferred or paid out?

According to the plan description, amounts credited to the phantom stock fund may not be transferred to other deemed investment options after October 1, 2014 and are distributed only in WOR common shares, with distributions generally starting when the participant leaves Worthington Enterprises and its subsidiaries.