HAYEK JOSEPH B 4

4 · WORTHINGTON ENTERPRISES, INC. · Filed Feb 9, 2026

AI-generated summary of this filing

Updated Feb 9, 2026

Worthington (WOR) CEO Joseph Hayek Receives 4.69-Share Award

What Happened

Joseph B. Hayek, President & CEO and a director of Worthington Enterprises, received an award/acquisition of 4.69 theoretical/common shares on February 6, 2026, reported at a per-share value of $59.10 (total ≈ $277). The transaction is reported as a derivative award (phantom stock/common-share credit), not an open-market buy or sale.

Key Details

Transaction date and price: 2026-02-06, 4.69 shares @ $59.10 each (total ≈ $277).
Transaction type: Award/grant (derivative) — code A on Form 4.
Shares owned after transaction: Not disclosed in this filing.
Footnotes of note:
- F1/F4: Includes additional shares credited via dividend reinvestment features (IRA and 2005 NQ Plan) as of Dec 31, 2025.
- F2: The credited amounts are "phantom stock" that track Worthington common shares one-for-one.
- F3: Phantom stock amounts generally cannot be transferred to other Plan options after Oct 1, 2014, and are distributed only in WOR common shares (typically upon leaving the company).
Filing timeliness: Form filed on 2026-02-09 for a 2026-02-06 transaction — reported within the standard SEC reporting window.

Context

This was an award/crediting of phantom stock (a derivative form of equity that tracks actual WOR shares) rather than a cash purchase or sale; such credits often reflect plan accruals or dividend reinvestment and do not necessarily signal active market buying or selling by the insider.

Form 4

Period: 2026-02-06

DirectorPresident & CEO

Transactions

Award
Phantom Stock Acquired Under the Deferred Compensation Plan
[F2][F3][F4]
2026-02-06$59.10/sh+4.69$277→ 5,044.55 total
→ Common Shares (4.69 underlying)

Holdings

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|2026-02-09

1 file