Worthington Enterprises (NYSE: WOR) CEO shares withheld to cover taxes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. President & CEO Joseph B. Hayek reported routine tax-related share withholdings rather than open-market sales. On June 29 and June 30, 2026, a total of 5,418 common shares were withheld at prices around $53.76–$53.77 to cover tax obligations on vested restricted stock, according to the footnotes.

After these transactions, Hayek directly owns 237,189 common shares and indirectly holds 1,677 shares in an IRA at Vanguard and 2,000 shares in an IRA at Merrill Lynch. The filing reflects compensation-related mechanics, not discretionary buying or selling in the market.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider HAYEK JOSEPH B

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	4,633	$53.76	$249K
Tax Withholding	Common Shares	785	$53.77	$42K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 237,189 shares (Direct, null); Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch))

Footnotes (1)

Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting. 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.

Key Figures

Tax-withheld shares (June 29, 2026): 785 shares at $53.77 Tax-withheld shares (June 30, 2026): 4,633 shares at $53.76 Total tax-withheld shares: 5,418 shares +3 more

6 metrics

Tax-withheld shares (June 29, 2026) 785 shares at $53.77 Code F disposition to satisfy tax liability

Tax-withheld shares (June 30, 2026) 4,633 shares at $53.76 Code F disposition to satisfy tax liability

Total tax-withheld shares 5,418 shares Form 4 transaction summary, taxWithholdingShares

Direct holdings after transactions 237,189 shares Total shares following June 30, 2026 disposition

Indirect IRA holdings (Vanguard) 1,677 shares Common Shares held indirectly by IRA (Vanguard)

Indirect IRA holdings (Merrill Lynch) 2,000 shares Common Shares held indirectly by IRA (Merrill-Lynch)

Key Terms

tax-withholding disposition, restricted stock, dividend reinvestment feature, IRA

4 terms

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock financial

"upon the vesting of restricted stock in order to satisfy"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

dividend reinvestment feature financial

"additional common shares acquired pursuant to the dividend reinvestment feature"

IRA financial

"The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 11:25 AM Accepted by SEC EDGAR 07/01/2026 - 11:25 AM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAYEK JOSEPH B

(Last)

(First)

(Middle)

200 WEST OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS

OHIO

43085

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/29/2026		F		785⁽¹⁾	D	$53.77	241,822	D
Common Shares	06/30/2026		F		4,633⁽¹⁾	D	$53.76	237,189	D
Common Shares								2,000	I	By IRA (Merrill-Lynch)
Common Shares								1,677⁽²⁾	I	By IRA (Vanguard)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.

2. 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.

	/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did WOR President & CEO Joseph B. Hayek report in this Form 4?

Joseph B. Hayek reported tax-related share withholdings, not open-market trades. A total of 5,418 WORTHINGTON ENTERPRISES common shares were withheld to cover taxes due on the vesting of restricted stock, as described in the Form 4 footnotes.

How many WOR shares were withheld for Joseph B. Hayek’s taxes?

A total of 5,418 WORTHINGTON ENTERPRISES common shares were withheld for taxes. The Form 4 lists 785 shares at $53.77 and 4,633 shares at $53.76, both designated as tax-withholding dispositions tied to restricted stock vesting.

Does this WOR Form 4 show Joseph B. Hayek selling shares on the open market?

The Form 4 does not show open-market sales by Joseph B. Hayek. Both reportable dispositions use code F, meaning shares were withheld by the company to satisfy tax obligations on vested restricted stock, rather than sold at his discretion in the market.

How many WOR shares does Joseph B. Hayek own after these transactions?

After the reported transactions, Joseph B. Hayek directly owns 237,189 WORTHINGTON ENTERPRISES common shares. He also indirectly holds 1,677 shares in an IRA at Vanguard and 2,000 shares in an IRA at Merrill Lynch, according to the Form 4 holdings entries.

What is the significance of the IRA holdings reported for WOR’s CEO?

The Form 4 notes indirect ownership through IRAs, clarifying total exposure to WOR shares. It reports 1,677 shares held by an IRA at Vanguard and 2,000 shares held by an IRA at Merrill Lynch, including shares acquired via dividend reinvestment features.

What do the Form 4 footnotes say about WOR restricted stock vesting?

One footnote explains withheld shares relate to restricted stock vesting for WOR’s CEO. It states the reported shares were withheld upon vesting of restricted stock to satisfy the reporting person’s tax withholding obligation associated with that vesting event.