Form 4: Worthington Enterprises CEO Boosts Equity Holdings

Worthington Enterprises' President and CEO, Joseph B. Hayek, reported an increase in his beneficial ownership of common shares and phantom stock through dividend reinvestment and plan acquisitions.

Summary

• Joseph B. Hayek, President & CEO and Director of Worthington Enterprises, Inc. (WOR), reported changes in his beneficial ownership.
• He directly owns 210,814 common shares.
• He indirectly owns 2,000 common shares via an IRA (Merrill-Lynch) and 1,659 common shares via an IRA (Vanguard).
• The 1,659 common shares include additional shares acquired through dividend reinvestment as of June 30, 2025.
• He acquired 3.74 phantom stock units under the Deferred Compensation Plan on August 22, 2025, at a price of $67.05 per unit.
• Following this transaction, his total beneficial ownership of phantom stock is 4,950.35 units.
• The phantom stock units track WOR common shares on a one-for-one basis and include additional units credited via dividend reinvestment on June 30, 2025.
• Phantom stock balances cannot be transferred to alternative investment options until distribution, which typically occurs upon leaving the company and is made in WOR common shares, a rule effective October 1, 2014.
• The transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by a key executive, particularly through dividend reinvestment and a deferred compensation plan, suggests management confidence and alignment with shareholder interests. While the transaction size is small, the direction is positive.

Positives

• Increased beneficial ownership by a key executive (President & CEO, Director) through dividend reinvestment and plan acquisitions, signaling confidence in the company's future.
• Dividend reinvestment indicates a positive outlook on the company's long-term value and dividend policy.
• Phantom stock acquisition aligns management's interests with shareholder value, as these units track common shares one-for-one.

Future Outlook

The filing reports a transaction that occurred under a pre-arranged Rule 10b5-1(c) plan, but does not provide new forward-looking statements or guidance regarding the company's future performance.

Industry Context

This insider transaction report reflects an individual executive's holdings and does not provide broader industry context or trends.

Related Party Transactions

• Acquisition of phantom stock units by the President & CEO under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended.

Stakeholder Impact

• Shareholders: Potentially positive signal due to increased insider ownership, which aligns management's interests with shareholder value creation.

Key Dates

Recommendation

The filing indicates a modest increase in beneficial ownership by the President & CEO through dividend reinvestment and a deferred compensation plan. This signals management's confidence in the company's long-term prospects and aligns their interests with shareholders. However, the transaction volume is not substantial enough to warrant a 'buy' recommendation based solely on this filing, but it supports a 'hold' position for existing investors and suggests a positive signal for potential investors to conduct further due diligence.

Keywords

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