Form 4: Worthington CEO Hayek Reports Share Holdings
Insider Ownership Report
Worthington Enterprises' President and CEO, Joseph B. Hayek, disclosed his beneficial ownership of common shares and phantom stock, including recent acquisitions.
Summary
- Joseph B. Hayek, President & CEO and Director of Worthington Enterprises, Inc. (WOR), reported his beneficial ownership.
- He directly owns 210,814 common shares.
- He indirectly owns 2,000 common shares via an IRA (Merrill-Lynch) and 1,671 common shares via an IRA (Vanguard).
- The indirect IRA holdings include shares acquired through dividend reinvestment as of December 31, 2025.
- On January 9, 2026, he acquired 5.15 phantom stock units under the Deferred Compensation Plan.
- The phantom stock units track WOR common shares on a one-for-one basis and were acquired at a price of $53.81 per unit.
- Following this transaction, he beneficially owns 5,034.64 phantom stock units directly.
- These phantom stock holdings also include additional units credited via dividend reinvestment on December 31, 2025.
- The transaction involving derivative securities was made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 6
Explanation: The filing is a routine disclosure of beneficial ownership and an acquisition of phantom stock through a deferred compensation plan, indicating continued insider alignment with company performance. No sales were reported.
Positives
- Acquisition of 5.15 phantom stock units indicates continued participation in the company's deferred compensation plan.
- Dividend reinvestment in both IRA and phantom stock accounts suggests a long-term holding strategy and confidence in the company's performance.
Future Outlook
The filing does not contain any forward-looking statements or guidance.
Industry Context
This Form 4 filing is a routine disclosure of insider ownership changes and does not provide information related to broader industry trends or competitors.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Plan Amendment Detail | Effective October 1, 2014, any amount credited in a participant's account to the phantom stock fund under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors may not be transferred to an alternative deemed investment option until distribution from the Plan. Distributions are made only in WOR common shares and generally commence upon leaving Worthington Enterprises, Inc. and its subsidiaries. | 2014-10-01 | This change restricts the flexibility of participants to reallocate phantom stock holdings within the plan, potentially encouraging longer-term holding of WOR equity equivalents and aligning executive interests with long-term shareholder value. |
Stakeholder Impact
- Shareholders: The disclosure of insider holdings and participation in compensation plans provides transparency regarding management's equity alignment.
- Employees: The deferred compensation plan is relevant to participating executives.
Key Dates
| Date | Description |
|---|---|
| 2014-10-01 | Effective date for changes in the Deferred Compensation Plan regarding transferability of phantom stock. |
| 2025-12-31 | Date of dividend reinvestment for IRA (Vanguard) common shares and phantom stock. |
| 2026-01-09 | Date of earliest transaction reported, specifically the acquisition of phantom stock. |
| 2026-01-12 | Signature date of the reporting person's attorney-in-fact. |
Recommendation
holdThis Form 4 filing is a routine disclosure of an executive's beneficial ownership and the acquisition of phantom stock through a deferred compensation plan, along with dividend reinvestment. It does not contain information that would warrant a change in investment strategy. The insider's continued holding and participation in equity-linked compensation plans suggest ongoing alignment with the company's performance, supporting a 'hold' recommendation for existing investors.
Keywords
Worthington Enterprises, WOR, Joseph B. Hayek, SEC Form 4, Beneficial Ownership, Insider Trading, Phantom Stock, Deferred Compensation, Dividend Reinvestment, CEO, Director
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