HAYEK JOSEPH B 4
4 · WORTHINGTON ENTERPRISES, INC. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Worthington (WOR) CEO Joseph Hayek Receives Restricted Stock Award
What Happened
- Joseph B. Hayek, President & CEO and a director of Worthington Enterprises, received three restricted stock awards on 2026-06-25 totaling 33,740 common shares (19,900 + 9,230 + 4,610) at $0.00 per share under the company's 2024 Long‑Term Incentive Plan.
- On 2026-06-26, 1,472 shares were surrendered/withheld at $56.35 per share to satisfy a tax obligation (total value reported $82,947). A small derivative credit of 4.91 shares valued at $277 (at $56.35) was also recorded on 2026-06-26.
- These are awards (code A) and a tax-withholding/payment (code F) rather than open‑market purchases or sales.
Key Details
- Transaction dates and prices:
- 2026-06-25: Grants of restricted stock — 19,900; 9,230; 4,610 shares — $0.00 per share (award).
- 2026-06-26: 1,472 shares withheld/paid at $56.35 per share = $82,947 (tax withholding/payment).
- 2026-06-26: 4.91 shares (derivative) acquired at $56.35 = $277.
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Notable footnotes: the restricted stock awards were granted under the Worthington Enterprises, Inc. 2024 Long‑Term Incentive Plan and vest on the first, second and third anniversaries of the grant date (per footnotes). Footnotes also describe that shares can be withheld to satisfy tax withholding obligations.
- Timeliness: Form 4 filed 2026-06-29 for transactions dated 2026-06-25/26; filing appears to be timely under the SEC two-business-day rule.
Context
- These transactions are primarily equity awards to the CEO, not open‑market buys or discretionary sales. Awards vest over future anniversaries (per footnotes), so they represent compensation/retention incentives rather than an immediate bullish signal from insider buying.
- The withheld 1,472 shares reflect tax withholding/payment (common when restricted stock vests or is issued) rather than a voluntary sale. The small derivative credit (4.91 shares) appears to be a plan-related adjustment/credit and is minor in value.
Insider Transaction Report
Form 4
HAYEK JOSEPH B
DirectorPresident & CEO
Transactions
- Award
Common Shares
[F1]2026-06-25+19,900→ 230,239 total - Award
Common Shares
[F2]2026-06-25+9,230→ 239,469 total - Award
Common Shares
[F3]2026-06-25+4,610→ 244,079 total - Tax Payment
Common Shares
[F4]2026-06-26$56.35/sh−1,472$82,947→ 242,607 total - Award
Phantom Stock Acquired Under the Deferred Compensation Plan
[F6][F7][F8]2026-06-26$56.35/sh+4.91$277→ 5,343.74 total→ Common Shares (4.91 underlying)
Holdings
- 2,000(indirect: By IRA)
Common Shares
- 1,677(indirect: By IRA)
Common Shares
[F5]
Footnotes (8)
- [F1]An 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.
- [F2]An 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.
- [F3]An 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.
- [F4]Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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|2026-06-29