HAYEK JOSEPH B 4

4 · WORTHINGTON ENTERPRISES, INC. · Filed May 19, 2026

AI-generated summary of this filing

Updated May 19, 2026

WORTHINGTON (WOR) CEO Joseph Hayek Receives Award of 5.19 Shares

What Happened

Joseph B. Hayek, President, CEO and Director of Worthington Enterprises, Inc. (WOR), was credited with an award/acquisition of 5.19 theoretical common shares (derivative/phantom stock) on May 15, 2026. The award is reported at an imputed price of $53.38 per share, totaling approximately $277. This was an award/grant (acquisition), not a sale.

Key Details

Transaction date and price: May 15, 2026 — 5.19 shares @ $53.38 (total ≈ $277).
Instrument: Derivative — "phantom" or theoretical WOR common shares under the company’s deferred compensation plan (not an immediate transfer of actual shares).
Shares owned after transaction: Not specified in the supplied summary filing.
Footnotes of note:
- F1/F4: Additional shares included reflect dividend reinvestment features (IRA and 2005 NQ Plan).
- F2: Theoretical WOR shares track actual WOR shares one-for-one under the 2005 Deferred Compensation Plan for Directors.
- F3: Phantom stock credited after Oct 1, 2014 cannot be moved to other deemed investment options and is distributed only in WOR common shares (generally upon leaving the company).
Filing timeliness: Report lists the transaction date as May 15, 2026 and was filed May 19, 2026 — within the typical 2-business-day Form 4 filing window.

Context

This was a small-value deferred-compensation award of phantom stock (approx. $277) rather than an open-market purchase or exercise-and-sell. Phantom shares are bookkeeping credits that track the company’s stock and are typically paid out in actual shares upon distribution events (e.g., termination), so this does not represent an immediate change in market exposure or a liquidity-driven sale.

Form 4

Period: 2026-05-15

DirectorPresident & CEO

Transactions

Award
Phantom Stock Acquired Under the Deferred Compensation Plan
[F2][F3][F4]
2026-05-15$53.38/sh+5.19$277→ 5,288.23 total
→ Common Shares (5.19 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 March 31, 2026.
[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 March 27, 2026.

Signature

/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek|2026-05-19

1 file