Worthington SEC Filings

Worthington Enterprises President & CEO Joseph B. Hayek reported a small acquisition of phantom stock tied to the company’s common shares. On February 6, 2026, 4.69 units of phantom stock were credited to his deferred compensation account at a reference price of $59.10 per share.

Following this, Hayek beneficially owns 210,814 common shares directly, plus 2,000 common shares in a Merrill Lynch IRA and 1,671 common shares in a Vanguard IRA. His deferred compensation balance includes 5,044.55 phantom stock units, which track Worthington common shares one-for-one and are generally distributed in shares after he leaves the company. Both his IRAs and the phantom stock plan use dividend reinvestment to accumulate additional shares or units.

Worthington Enterprises, Inc. controller Kevin J. Chan reported a small increase in his deferred phantom stock holdings tied to WOR common shares. On January 23, 2026, 4.62 units of phantom stock were credited to his account at a reference price of $53.01, bringing his total phantom stock balance to 189.43 units that track WOR common shares on a one-for-one basis under the company’s deferred compensation plan. The filing also shows he directly holds 5,806 WOR common shares and an additional 2,983.74 common shares through a 401(k) plan as of a statement dated January 23, 2026.

The plan requires that phantom stock amounts remain in that investment option until distribution, which is made only in WOR common shares and generally begins after leaving Worthington Enterprises and its subsidiaries. The reported phantom stock amount includes additional theoretical shares credited under a dividend reinvestment feature as of December 31, 2025.

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.

Worthington Enterprises, Inc. filed a current report describing its presentation at the CJS Securities 26th Annual New Ideas for the New Year conference on January 14, 2026. The company made the presentation materials available on its investor relations website and furnished them as Exhibit 99.1, with the full transcript furnished as Exhibit 99.2.

The filing explains that these materials are being furnished, not filed, which limits their exposure to certain securities law liabilities and incorporation by reference. It also includes an extensive safe harbor statement, emphasizing that forward-looking comments about strategy, markets, financial measures, and operations are subject to numerous risks and uncertainties outlined in the company’s other reports.

Worthington Enterprises, Inc. reported that its Building Products segment completed the previously announced acquisition of all issued and outstanding equity interests of LSI Group, LLC and its subsidiaries from Baker Group Holdings, LLC. The purchase price was approximately $205 million, subject to closing adjustments and a potential tax equalization payment of up to $3 million.

The consideration for the acquisition was funded primarily with Worthington’s existing cash, along with borrowings under its revolving credit facilities. Worthington stated that, apart from agreements related to this transaction, there are no material relationships between the company and the seller or its affiliates. The company also issued a news release announcing the closing.

Worthington Enterprises, Inc. President & CEO Joseph B. Hayek reported a small acquisition of phantom stock tied to the company’s common shares. On January 9, 2026, 5.15 units of phantom stock under the deferred compensation plan were credited to his account at a reference price of $53.81 per unit, bringing his total phantom stock balance to 5,034.64 units that track WOR common shares one-for-one.

Following the reported transactions, Hayek beneficially owned 210,814 common shares directly, plus 2,000 common shares held indirectly through a Merrill Lynch IRA and 1,671 common shares held indirectly through a Vanguard IRA, with the IRA amounts reflecting additional shares from dividend reinvestment as of December 31, 2025.

Worthington Enterprises officer Kevin J. Chan, the company’s Controller, reported routine updates to his equity holdings. On January 9, 2026, he was credited with 4.56 units of phantom stock tied to Worthington Enterprises common shares at a reference price of $53.81 under a deferred compensation plan, bringing his phantom stock balance to 184.8 units. Phantom stock in this plan tracks WOR common shares on a one-for-one basis and is generally paid out in actual shares after he leaves the company. As of the same date, he also beneficially owned 5,806 common shares directly and 2,977.46 common shares indirectly through a 401(k) plan.

Worthington Enterprises reported higher sales and earnings for the second quarter of fiscal 2026. Net sales rose to $327,452 thousand from $274,046 thousand a year earlier, while net earnings attributable to controlling interest were $27,328 thousand versus $28,260 thousand, with diluted EPS essentially flat at $0.55 compared with $0.56. On a non-GAAP basis, adjusted diluted EPS improved to $0.65 from $0.60.

For the six months ended November 30, 2025, net sales increased to $631,159 thousand from $531,354 thousand and net earnings attributable to controlling interest grew to $62,476 thousand from $52,513 thousand, with diluted EPS rising to $1.25 from $1.04. Adjusted EBITDA reached $125,538 thousand versus $104,649 thousand, helped by strong equity income from joint ventures and contributions from the Building Products segment. The company closed the Elgen acquisition, continued restructuring programs, maintained $180,288 thousand in cash, had no borrowings on its $500,000 thousand credit facility, and repurchased 350,000 common shares.

Worthington Enterprises, Inc. reported that one of its directors received an equity grant in the form of restricted common shares. On 01/06/2026, the director was awarded 2,110 common shares at a stated price of $0.00 per share, increasing the director’s beneficial ownership to 2,110 shares held directly.

The award was granted under the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors. The restricted stock will vest on the earlier of the first anniversary of the grant date or the date of the next Annual Meeting of Shareholders of Worthington Enterprises, Inc.