SEC Form 4 · accession 0001193125-26-298379
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
Jul 7, 2026
Accepted (ET)
Jul 8, 2026 · 2:01 pm 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 | Jul 7, 2026 | A | 3,495 | $0.00 | A | 240,684 | D | |
| Common SharesF2 | Jul 7, 2026 | F | 1,559 | $53.09 | D | 239,125 | D | |
| Common Shares | holding | — | — | — | 2,000 | I | By IRA (Merrill-Lynch) | |
| Common SharesF3 | holding | — | — | — | 1,683 | 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 PlanF6,F4,F5 | — | Jul 7, 2026 | A | 830 | A | — | — | Common Shares | 830 | 6,193 | D |
Explanation of responses
- F1A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2026. On June 22, 2026, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2026.
- F2Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- F3The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated June 30, 2026.
- F4The 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.
- F5Prior 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.
- F6The 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 June 29, 2026.