HAYEK JOSEPH B 4
4 · WORTHINGTON ENTERPRISES, INC. · Filed Jul 8, 2026
Research Summary
AI-generated summary of this filing
Worthington (WOR) CEO Joseph Hayek Receives Award, Sells Shares
What Happened
Joseph B. Hayek, President & CEO and a director of Worthington Enterprises, received a payout of long‑term performance shares and related derivative credits on July 7, 2026. The filing shows: 3,495 common shares issued as the performance award (recorded at $0.00), 829.98 derivative/common-equivalent shares credited (valued at $53.09 each, $44,064 total), and 1,559 shares withheld/ disposed to satisfy tax withholding at $53.09 per share (proceeds ≈ $82,767). Net from these entries, Hayek’s position increased by about 2,766 shares (3,495 + 829.98 − 1,559).
Key Details
- Transaction date: July 7, 2026; Form 4 filed July 8, 2026 (timely filing).
- Award: 3,495 common shares issued as the payout of a long‑term performance share award (recorded $0.00).
- Tax withholding (F): 1,559 shares withheld/disposed to satisfy tax liability at $53.09 each; proceeds ≈ $82,767.
- Derivative/credit (A, derivative): 829.98 shares credited at $53.09 each; value reported $44,064.
- Shares owned after transaction: not specified in the provided report.
- Relevant footnotes:
- F1: The common‑share payout was the result of a performance award granted June 30, 2023; Compensation Committee approved the payout on June 22, 2026.
- F2: The 1,559‑share disposition reflects withholding to cover tax obligations upon vesting.
- F6: The derivative/credited shares include unfunded theoretical ("phantom") shares from dividend reinvestment under the company’s deferred compensation plan.
Context
- This was not an open‑market purchase or option exercise for immediate sale; it reflects the settlement/vesting of a prior long‑term performance award and related plan mechanics (tax withholding and dividend/phantom share credits).
- Tax‑withholding share dispositions are routine and do not necessarily indicate selling for investment reasons; the net effect here is an increase in Hayek’s share position.
Insider Transaction Report
Form 4
HAYEK JOSEPH B
DirectorPresident & CEO
Transactions
- Award
Common Shares
[F1]2026-07-07+3,495→ 240,684 total - Tax Payment
Common Shares
[F2]2026-07-07$53.09/sh−1,559$82,767→ 239,125 total - Award
Phantom Stock Acquired Under the Deferred Compensation Plan
[F4][F5][F6]2026-07-07$53.09/sh+829.98$44,064→ 6,192.59 total→ Common Shares (829.98 underlying)
Holdings
- 2,000(indirect: By IRA)
Common Shares
- 1,683(indirect: By IRA)
Common Shares
[F3]
Footnotes (6)
- [F1]A 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.
- [F2]Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- [F3]The 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.
- [F4]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.
- [F5]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.
- [F6]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 June 29, 2026.
Signature
/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek|2026-07-08