Form 4: Worthington Enterprises CEO Joseph Hayek Reports Significant Equity Awards and Share Transactions

Worthington Enterprises' President & CEO Joseph B. Hayek reported the acquisition of substantial restricted stock awards and phantom stock units, alongside a sale of shares for tax obligations, increasing his total beneficial ownership.

Summary

• Joseph B. Hayek, President & CEO of Worthington Enterprises, Inc. (WOR), acquired 24,630 common shares through restricted stock awards on June 26, 2025.
• These awards were granted under the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan, with vesting periods of one, two, and three years from the grant date.
• Hayek disposed of 400 common shares on June 27, 2025, at a price of $63.81 per share to cover tax withholding obligations related to the vesting of restricted stock.
• He also acquired 3.93 units of phantom stock on June 27, 2025, which track WOR common shares on a one-for-one basis, under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors.
• Following these transactions, Hayek's direct beneficial ownership of common shares is 205,368, with additional indirect holdings of 2,000 shares via an IRA (Merrill-Lynch) and 1,656 shares via an IRA (Vanguard).
• His direct beneficial ownership of phantom stock is 4,546.76 units.

Sentiment

Score: 7

Explanation: The filing indicates a significant grant of restricted stock and phantom stock to the CEO, aligning his interests with long-term shareholder value. The sale of shares was solely for tax withholding, a routine event. This suggests stability in executive compensation and a commitment to long-term incentives.

Positives

• Acquisition of 24,630 common shares through restricted stock awards demonstrates continued alignment of management interests with shareholder value.
• The awards are part of the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan, indicating a structured approach to executive compensation and retention.
• The acquisition of 3.93 phantom stock units further increases the CEO's exposure to the company's performance and long-term value creation.

Negatives

• The sale of 400 common shares was solely to satisfy tax withholding obligations upon the vesting of restricted stock, which is a routine administrative transaction and not indicative of a negative outlook.

Future Outlook

Restricted stock awards granted on June 26, 2025, will vest on the first, second, and third anniversaries of the grant date, aligning executive incentives with long-term company performance. Phantom stock distributions generally commence upon the reporting person leaving Worthington Enterprises, Inc. and its subsidiaries.

Management Comments

• "Restricted stock awards were granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan."
• "Shares were withheld upon the vesting of restricted stock to satisfy the reporting person's tax withholding obligation."
• "Phantom stock units track WOR common shares on a one-for-one basis under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors."

Industry Context

This Form 4 filing reflects routine executive compensation practices, specifically the granting of equity awards under a long-term incentive plan, which is a common mechanism across publicly traded companies to align executive interests with shareholder value and promote retention.

Stakeholder Impact

• Shareholders: Increased alignment of the CEO's interests with long-term company performance due to the equity awards.
• Employees: Reflects the company's ongoing use of long-term incentive plans for key executives.

Next Steps

• Restricted stock awards granted on June 26, 2025, will vest on their first, second, and third anniversaries.

Key Dates

Recommendation

Keywords

Worthington Enterprises, WOR, Joseph B. Hayek, SEC Form 4, insider trading, restricted stock, phantom stock, executive compensation, long-term incentive plan, share ownership