HAYEK JOSEPH B 4

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.