HAYEK JOSEPH B 4

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.