Form 4: Worthington CEO Hayek Details Stock Holdings

Worthington Enterprises CEO Joseph B. Hayek filed a Form 4 disclosing his beneficial ownership of common shares and phantom stock, including recent dividend reinvestments.

Summary

• Joseph B. Hayek, President & CEO of Worthington Enterprises, Inc. (WOR), reported his beneficial ownership of company securities.
• 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), with the latter including additional shares acquired via dividend reinvestment as of December 31, 2025.
• On March 20, 2026, Hayek acquired 5.81 phantom stock units under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors.
• These phantom stock units track WOR common shares on a one-for-one basis and were acquired at a price of $47.64 per unit.
• Following this transaction, Hayek beneficially owns 5,060.63 phantom stock units directly, which also includes additional units credited from dividend reinvestment on December 31, 2025.
• The deferred compensation plan stipulates that phantom stock balances credited on or after October 1, 2014, cannot be transferred to alternative investment options until distribution, which generally occurs upon leaving the company and is made in WOR common shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. It's a routine insider ownership report, but the significant holdings and ongoing dividend reinvestment by the CEO indicate strong alignment with shareholder interests and confidence in the company's future.

Positives

• The filing indicates significant insider ownership by the President & CEO, Joseph B. Hayek, aligning his interests with shareholders.
• Dividend reinvestment in both common shares (via IRA) and phantom stock demonstrates a long-term commitment and confidence in the company's performance.
• The structure of the deferred compensation plan, where distributions are made in WOR common shares upon leaving the company, further aligns executive incentives with long-term stock performance.

Negatives

• No direct sales of common shares or derivative securities were reported in this filing.

Risks

• The value of the phantom stock is tied directly to the performance of Worthington Enterprises common shares, exposing the reporting person to market fluctuations.
• The deferred compensation plan's restriction on transferring phantom stock balances to other investment options until distribution limits liquidity and investment flexibility for the reporting person.
• Reliance on the company's continued financial health and dividend policy for the growth of indirectly held common shares through dividend reinvestment.

Future Outlook

The deferred compensation plan indicates that phantom stock units credited on or after October 1, 2014, will be distributed in WOR common shares upon the reporting person's departure from Worthington Enterprises and its subsidiaries, linking future payouts to the company's stock performance at that time.

Management Comments

• Joseph B. Hayek, through his attorney-in-fact, reported his current beneficial ownership of Worthington Enterprises securities, including direct common share holdings, indirect holdings via IRAs, and phantom stock units acquired under the company's deferred compensation plan.

Industry Context

StockSavvy.ai notes that insider ownership, particularly by a CEO, is generally viewed positively by the market as it signals strong alignment between management's financial interests and those of public shareholders. The acquisition of additional shares through dividend reinvestment further reinforces this alignment, suggesting confidence in the company's long-term value proposition, a common positive indicator in the industrial manufacturing and materials sector.

Comparison to Industry Standards

• Insider ownership levels vary across industries, but a CEO holding over 210,000 direct common shares, plus significant indirect and phantom stock holdings, is a substantial stake, often exceeding the average for executives in similarly sized industrial companies.
• The use of deferred compensation plans with phantom stock units is a standard practice in executive compensation across many sectors, including manufacturing, to incentivize long-term performance and retention.
• Dividend reinvestment by executives is a common practice that demonstrates a commitment to compounding returns within the company, comparable to practices seen in other mature, dividend-paying companies like General Electric (GE) or 3M (MMM) where executives often participate in similar plans.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors represents a related party transaction between the company and its President & CEO.

Stakeholder Impact

• Shareholders: Increased confidence due to strong insider ownership and alignment of executive interests with long-term stock performance.
• Employees: The deferred compensation plan structure provides a clear incentive for the CEO to drive long-term company value, which can indirectly benefit all employees through a stronger company.
• Management: The deferred compensation plan's terms influence the CEO's personal financial planning and investment flexibility, tying a significant portion of his future compensation to the company's stock.

Next Steps

• Distributions from the Deferred Compensation Plan will generally commence upon Joseph B. Hayek leaving Worthington Enterprises, Inc. and its subsidiaries, and will be made in WOR common shares.

Key Dates

Keywords

Worthington Enterprises, WOR, Joseph B. Hayek, Form 4, Insider Ownership, Common Shares, Phantom Stock, Deferred Compensation, Dividend Reinvestment, Executive Compensation