Form 4: WOR CEO Hayek Boosts Phantom Stock Holdings
Statement of Changes in Beneficial Ownership
Worthington Enterprises CEO Joseph B. Hayek increased his beneficial ownership of phantom stock under the company's deferred compensation plan.
Summary
- Joseph B. Hayek, President & CEO and Director of Worthington Enterprises, Inc. (WOR), reported changes in his beneficial ownership.
- Direct ownership of common shares stands at 210,814.
- Indirect ownership includes 2,000 common shares via an IRA (Merrill-Lynch) and 1,665 common shares via an IRA (Vanguard), which includes shares from dividend reinvestment as of September 30, 2025.
- Acquired 4.98 units of phantom stock under the Deferred Compensation Plan on October 3, 2025, at a price of $55.63 per unit.
- Total beneficial ownership of phantom stock following this transaction is 4,981.32 units, which includes additional units from dividend reinvestment as of September 29, 2025.
- Phantom stock tracks WOR common shares on a one-for-one basis and distributions are made in WOR common shares upon leaving the company.
Sentiment
Score: 6
Explanation: The acquisition of phantom stock by the CEO, while small, indicates continued alignment of management's interests with shareholder value through a long-term incentive plan. This is a routine filing and not indicative of significant positive or negative news.
Positives
- CEO Joseph B. Hayek increased his beneficial ownership of phantom stock, aligning his interests with long-term company performance.
- The phantom stock acquisition is part of a deferred compensation plan, indicating management's continued participation in long-term incentives.
Future Outlook
The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, focusing instead on insider ownership changes.
Industry Context
This routine insider transaction filing provides transparency on executive ownership but does not offer insights into broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Deferred Compensation Plan Update | Effective October 1, 2014, amounts credited to the phantom stock fund in the 2005 Deferred Compensation Plan cannot be transferred to alternative investment options until distribution from the Plan. Distributions are made in WOR common shares upon leaving the company. | 10/01/2014 | This change enhances the long-term retention aspect of the phantom stock component of the deferred compensation plan by restricting early transfers, ensuring participants remain invested in the company's equity performance until their departure. |
Stakeholder Impact
- Shareholders: Provides transparency regarding the CEO's beneficial ownership and participation in long-term incentive plans, which can foster confidence in management's alignment with shareholder interests.
- Employees (specifically management): The deferred compensation plan with phantom stock serves as a long-term incentive, aligning executive compensation with company performance.
Next Steps
- The company will continue to file Form 4s as required for any future changes in beneficial ownership by insiders.
Key Dates
| Date | Description |
|---|---|
| 10/01/2014 | Effective date for restrictions on transferring phantom stock to alternative investment options under the Deferred Compensation Plan. |
| 09/29/2025 | Date of dividend reinvestment for phantom stock credited to the deferred compensation plan. |
| 09/30/2025 | Date of IRA plan statement reflecting dividend reinvestment for indirect common shares. |
| 10/03/2025 | Date of transaction for the acquisition of phantom stock. |
| 10/06/2025 | Signature date of the reporting person's attorney-in-fact. |
Recommendation
holdThis Form 4 filing details a routine acquisition of phantom stock by the CEO as part of a deferred compensation plan. It indicates continued alignment of management's interests with the company's long-term performance but does not present new information that would warrant a change in investment recommendation. It is a transparency filing rather than a performance or strategic announcement.
Keywords
Worthington Enterprises, WOR, Joseph B. Hayek, Insider Trading, SEC Form 4, Phantom Stock, Deferred Compensation, Beneficial Ownership, CEO, Director
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