Worthington Enterprises CEO acquires 5 phantom shares

Phantom-stock distributions are made only in WOR common shares and generally begin when the participant leaves Worthington Enterprises and its subsidiaries.

Rhea-AI Filing Summary

Worthington Enterprises (WOR) President and CEO and director Joseph B. Hayek acquired 5 phantom shares under the deferred compensation plan on October 16, 2026; the transaction was reported at $64.24 per share. His reported phantom-stock balance afterward was 6,254 shares. The plan’s phantom shares track WOR common shares one-for-one; distributions are made only in common shares and generally begin upon leaving Worthington Enterprises and its subsidiaries.

Hayek’s reported holdings also included 239,125 common shares directly, 2,000 shares in a Merrill Lynch IRA and 1,689 in a Vanguard IRA. The Vanguard IRA amount includes shares acquired through dividend reinvestment, based on a September 30, 2026 plan statement.

Insider Trade Summary

Grant/Award: 4.96 shares

Grant/Award 4 txns

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	4.96	$64.24	$318.63
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares F1	--	--	--

Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 6,253.85 contracts (Direct); Common Shares — 239,125 shares (Direct); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch)); Common Shares — 1,689 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 September 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 September 29, 2026.

Key Figures

Phantom shares acquired: 5 shares Reported price per phantom share: $64.24 per share Phantom-stock balance following transaction: 6,254 shares +3 more

6 metrics

Phantom shares acquired 5 shares October 16, 2026

Reported price per phantom share $64.24 per share October 16, 2026 acquisition

Phantom-stock balance following transaction 6,254 shares Reported after the October 16, 2026 acquisition

Direct common-share holdings 239,125 shares Reported October 16, 2026

Merrill Lynch IRA common-share holdings 2,000 shares Reported October 16, 2026

Vanguard IRA common-share holdings 1,689 shares Reported October 16, 2026

Key Terms

phantom stock, Deferred Compensation Plan, deemed investment options, dividend reinvestment feature

4 terms

phantom stock financial

"theoretical WOR common shares (“phantom stock”) credited"

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

"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.

deemed investment options financial

"transferred to other deemed investment options"

dividend reinvestment feature financial

"acquired pursuant to the dividend reinvestment feature of the IRA"

FAQ

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

How many phantom shares did WOR CEO Joseph B. Hayek acquire?

Joseph B. Hayek acquired 5 phantom shares on October 16, 2026, under Worthington Enterprises’ deferred compensation plan. The transaction was reported at $64.24 per share, and his reported phantom-stock balance afterward was 6,254 shares.

Can Hayek transfer WOR phantom stock to another investment option?

Effective October 1, 2014, phantom-stock amounts credited to a participant’s account may not be transferred to an alternative deemed investment option until distribution. Distributions are made only in WOR common shares and generally commence upon leaving Worthington Enterprises and its subsidiaries.

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

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Available on EDGAR 10/19/2026 - 10:34 AM EDT Accepted by SEC EDGAR 10/19/2026 - 10:34 AM EDT Learn about SEC filing dates

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)
10/16/2026

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								239,125	D
Common Shares								2,000	I	By IRA (Merrill-Lynch)
Common Shares								1,689(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)	10/16/2026		A		4.96		(3)	(3)	Common Shares	4.96	$64.24	6,253.85(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 September 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 September 29, 2026.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	10/19/2026
	** 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)