Form 4: Worthington CEO Hayek Increases Equity Holdings

Worthington Enterprises CEO Joseph B. Hayek reported an increase in his beneficial ownership of common shares and phantom stock through a deferred compensation plan and dividend reinvestment.

Summary

• Joseph B. Hayek, President & CEO and Director of Worthington Enterprises, Inc. (WOR), filed a Form 4 statement.
• Hayek directly owns 210,814 common shares.
• Hayek indirectly owns 2,000 common shares via an IRA (Merrill-Lynch).
• Hayek indirectly owns 1,659 common shares via an IRA (Vanguard), which includes additional shares acquired through dividend reinvestment as of June 30, 2025.
• On September 19, 2025, Hayek acquired 4.54 units of phantom stock under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors.
• The phantom stock was acquired at a price of $61.06 per unit.
• Following this transaction, Hayek beneficially owns 4,959.14 units of phantom stock.
• The phantom stock amount includes additional unfunded theoretical common shares credited via dividend reinvestment on June 30, 2025.
• Phantom stock tracks WOR common shares on a one-for-one basis and distributions are made only in WOR common shares, generally upon leaving the company.
• Effective October 1, 2014, phantom stock balances in the plan cannot be transferred to alternative deemed investment options until distribution.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by the CEO, particularly through a deferred compensation plan and dividend reinvestment, generally signals confidence in the company's future and aligns management's interests with shareholders.

Positives

• The CEO's acquisition of additional phantom stock indicates continued alignment of management's interests with shareholders.
• Dividend reinvestment in both IRA and deferred compensation plan accounts demonstrates a long-term commitment to increasing equity holdings in the company.

Future Outlook

No specific forward-looking statements or guidance were provided in this transaction report.

Industry Context

This Form 4 filing is specific to Worthington Enterprises and its CEO's equity holdings, and does not provide broader industry context.

Corporate Governance

Related Party Transactions

• The phantom stock acquisition is part of a pre-existing deferred compensation plan for directors, which is a standard compensation arrangement for company executives and board members.

Stakeholder Impact

• Shareholders may view the CEO's increased equity holdings as a positive sign of management's commitment and alignment with shareholder interests, potentially fostering greater confidence in the company's leadership.

Key Dates

Recommendation

The filing indicates the CEO's continued accumulation of company equity through a deferred compensation plan and dividend reinvestment, aligning management interests with shareholders. While this is a positive signal, a single Form 4 transaction report does not provide sufficient comprehensive financial or operational data to warrant a strong buy or sell recommendation. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive insider sentiment without overstating its impact on the company's fundamental valuation.

Keywords

Worthington Enterprises, WOR, Joseph B. Hayek, Form 4, Insider Transaction, Beneficial Ownership, Phantom Stock, Deferred Compensation, Equity Holdings, Director, CEO