SEC Form 4 · accession 0001193125-26-287458
WORTHINGTON ENTERPRISES, INC. · WOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph B Hayek
Officer — President & CEO · Director
Period of report
Jun 25, 2026
Accepted (ET)
Jun 29, 2026 · 10:15 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000108516
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Jun 25, 2026 | A | 19,900 | $0.00 | A | 230,239 | D | |
| Common SharesF2 | Jun 25, 2026 | A | 9,230 | $0.00 | A | 239,469 | D | |
| Common SharesF3 | Jun 25, 2026 | A | 4,610 | $0.00 | A | 244,079 | D | |
| Common SharesF4 | Jun 26, 2026 | F | 1,472 | $56.35 | D | 242,607 | D | |
| Common Shares | holding | — | — | — | 2,000 | I | By IRA (Merrill-Lynch) | |
| Common SharesF5 | holding | — | — | — | 1,677 | I | By IRA (Vanguard) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock Acquired Under the Deferred Compensation PlanF8,F6,F7 | — | Jun 26, 2026 | A | 5 | A | — | — | Common Shares | 5 | 5,344 | D |
Explanation of responses
- F1An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date.
- F2An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the second anniversary of the grant date.
- F3An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the first anniversary of the grant date.
- F4Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- F5The 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.
- F6The 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.
- F7Prior 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.
- F8The 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.