HAYEK JOSEPH B 4

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.