WORTHINGTON ENTERPRISES, INC.·4

Jan 26, 10:11 AM ET

HAYEK JOSEPH B 4

4 · WORTHINGTON ENTERPRISES, INC. · Filed Jan 26, 2026

Research Summary

AI-generated summary of this filing

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Worthington Enterprises (WOR) CEO Joseph Hayek Receives Award

What Happened Joseph B. Hayek, President & CEO and director of Worthington Enterprises, received an award/credit of 5.22 theoretical (derivative/phantom) WOR shares on January 23, 2026. The filing values the grant at $53.01 per share, a total of about $277. This was not an open-market purchase or sale but a credit under the company's deferred compensation and dividend reinvestment arrangements.

Key Details

  • Transaction date: 2026-01-23; Form 4 filed: 2026-01-26 (appears timely).
  • Transaction type/code: Award/Grant (derivative) — 5.22 shares @ $53.01 ≈ $277.
  • Shares owned after transaction: Not specified in the provided filing.
  • Footnotes:
    • F1/F4: Amounts include additional shares credited via dividend reinvestment as of Dec 31, 2025.
    • F2: These are "phantom" WOR common shares that track one-for-one but are theoretical/unfunded.
    • F3: Phantom stock credited after Oct 1, 2014 may not be transferred to other Plan options and is paid out only in WOR common shares (generally upon leaving the company).
  • Filing timeliness: Filed within the standard reporting window (no late filing indicated).

Context This was a small, routine compensation/deferral credit (phantom stock/dividend reinvestment), not a market buy or sale. Phantom shares are bookkeeping credits that mirror common shares and are typically settled in actual WOR shares per plan rules—they do not represent an immediate open-market purchase or sale and should be viewed as compensation/deferral activity rather than a direct insider market signal.

Insider Transaction Report

Form 4
Period: 2026-01-23
HAYEK JOSEPH B
DirectorPresident & CEO
Transactions
  • Award

    Phantom Stock Acquired Under the Deferred Compensation Plan

    [F2][F3][F4]
    2026-01-23$53.01/sh+5.22$2775,039.86 total
    Common Shares (5.22 underlying)
Holdings
  • Common Shares

    210,814
  • Common Shares

    (indirect: By IRA)
    2,000
  • Common Shares

    [F1]
    (indirect: By IRA)
    1,671
Footnotes (4)
  • [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 December 31, 2025.
  • [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.
  • [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.
  • [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 December 31, 2025.
Signature
/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek|2026-01-26

Documents

1 file
  • 4
    ownership.xmlPrimary

    4