Form 4: Worthington CEO Hayek Boosts Phantom Stock Holdings

Worthington Enterprises CEO Joseph B. Hayek reported an acquisition of phantom stock and updated his beneficial ownership of common shares, including dividend reinvestments.

Summary

• Joseph B. Hayek, President & CEO and Director of Worthington Enterprises, Inc. (WOR), reported changes in his beneficial ownership.
• Hayek directly owns 210,814 common shares.
• He indirectly owns 2,000 common shares through an IRA (Merrill-Lynch) and 1,671 common shares through an IRA (Vanguard), which includes additional shares acquired via dividend reinvestment as of December 31, 2025.
• Hayek acquired 5.22 units of phantom stock under the company's Deferred Compensation Plan on January 23, 2026, at a price of $53.01 per unit.
• Following this transaction, his total beneficial ownership of phantom stock is 5,039.86 units, which also includes additional units credited from dividend reinvestment on December 31, 2025.
• The phantom stock tracks WOR common shares on a one-for-one basis and cannot be transferred to alternative investment options until distribution upon leaving Worthington Enterprises, Inc. and its subsidiaries.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock and increased beneficial ownership by the CEO indicates continued confidence in the company's performance and aligns management interests with shareholders. This is a positive signal, though not a direct open-market purchase of common stock.

Positives

• The acquisition of 5.22 phantom stock units by the CEO indicates continued confidence in the company's future performance.
• Increased beneficial ownership through dividend reinvestment in both common shares and phantom stock demonstrates alignment of management's interests with shareholders.
• The use of a Rule 10b5-1(c) plan suggests a pre-arranged, systematic approach to insider transactions, reducing concerns about opportunistic trading.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Acquisition of phantom stock under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the 'Plan'). This is a related party transaction as it involves a compensation plan between the company and its executive.

Stakeholder Impact

• Shareholders: Increased alignment of the CEO's financial interests with shareholders, potentially fostering greater confidence in management's long-term commitment and strategic decisions.
• Employees: The CEO's continued investment in company equity, even through a deferred compensation plan, can reinforce a sense of stability and shared purpose within the organization.

Key Dates

Keywords

Worthington Enterprises, WOR, Joseph B. Hayek, Insider Transaction, Form 4, Phantom Stock, Deferred Compensation, Beneficial Ownership, CEO, Director, Dividend Reinvestment, Rule 10b5-1