HAYEK JOSEPH B 4

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.