Worthington Enterprises (WOR) CEO reports new phantom stock units

Rhea-AI Filing Summary

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.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider HAYEK JOSEPH B

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Acquired Under the Deferred Compensation Plan	5.15	$53.81	$277.12
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 5,034.64 shares (Direct); Common Shares — 210,814 shares (Direct); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch))

Footnotes (1)

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. 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 December 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

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 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)
01/09/2026

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)	01/09/2026		A		5.15		(3)	(3)	Common Shares	5.15	$53.81	5,034.64(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	01/12/2026
	** 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).
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FAQ

What insider transaction did Worthington Enterprises (WOR) report for Joseph B. Hayek?

Worthington Enterprises reported that President & CEO Joseph B. Hayek acquired 5.15 units of phantom stock on January 9, 2026 under the company’s deferred compensation plan, at a reference price of $53.81 per unit.

How many phantom stock units linked to WOR shares does Joseph B. Hayek now hold?

After the January 9, 2026 transaction, Joseph B. Hayek beneficially owned 5,034.64 units of phantom stock, which track WOR common shares on a one-for-one basis according to the plan description.

How many WOR common shares does the Worthington Enterprises CEO own directly and indirectly?

Joseph B. Hayek beneficially owned 210,814 WOR common shares directly. In addition, he held 2,000 common shares indirectly through an IRA at Merrill Lynch and 1,671 common shares indirectly through an IRA at Vanguard, reflecting dividend reinvestments as of December 31, 2025.

What is the deferred compensation phantom stock plan mentioned in the WOR insider filing?

The filing explains that the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors credits theoretical WOR phantom stock to participants’ accounts, tracking WOR common shares on a one-for-one basis and paying distributions only in WOR common shares, generally when leaving Worthington Enterprises and its subsidiaries.

Can Worthington Enterprises phantom stock units be moved to other investment options under the plan?

According to the filing, amounts in the phantom stock fund could previously be transferred to other deemed investment options, but effective October 1, 2014, balances credited to the phantom stock fund may not be transferred to alternative options under the plan until distribution.

How were additional WOR shares added to Joseph B. Hayek’s IRA and phantom stock balances?

The filing notes that both the IRA holdings and the phantom stock balance include additional shares credited through dividend reinvestment as reflected in statements dated December 31, 2025.