Form 4: Worthington Enterprises CEO Joseph Hayek Reports Significant Stock Transactions and Performance Share Vesting

Worthington Enterprises' President and CEO, Joseph B. Hayek, reported the acquisition of 9,966 common shares from a performance award and the disposition of 4,520 shares for tax withholding, alongside updates to his beneficial ownership.

Summary

• Joseph B. Hayek, President & CEO, Director, and 10% Owner of Worthington Enterprises, Inc. (WOR), reported transactions on July 1, 2025.
• Acquired 9,966 common shares at $0.00 per share, resulting from a long-term performance share award granted on June 24, 2022. These shares were earned based on the achievement of specified performance objectives over the three-year period ended May 31, 2025, with the payout approved by the Compensation Committee on June 23, 2025.
• Disposed of 4,520 common shares at $64.48 per share to satisfy tax withholding obligations upon the vesting of restricted stock.
• Acquired 387.85 phantom stock units at $64.48 per unit under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, which track WOR common shares on a one-for-one basis. This amount includes additional units credited pursuant to dividend reinvestment on June 27, 2025.
• Following these transactions, direct beneficial ownership stands at 210,814 common shares.
• Indirect beneficial ownership includes 2,000 common shares held via an IRA (Merrill-Lynch) and 1,659 common shares held via an IRA (Vanguard), the latter including shares acquired through dividend reinvestment as reported in the plan statement dated June 30, 2025.
• Total phantom stock beneficially owned is 4,934.62 units.

Sentiment

Score: 7

Explanation: The filing indicates successful achievement of performance targets leading to executive share awards, which is generally positive. The disposition for tax purposes is a routine event. Overall, it reflects a healthy executive compensation structure tied to performance.

Positives

• The acquisition of 9,966 common shares at $0.00 price indicates the successful achievement of performance objectives under a long-term incentive plan, reflecting positive company performance over the three-year period ended May 31, 2025.
• The increase in phantom stock units and IRA holdings through dividend reinvestment suggests continued accumulation of equity by a key executive.

Negatives

• Disposition of 4,520 common shares for tax withholding purposes reduces the executive's direct shareholding, although this is a standard and expected practice for vested equity awards.

Future Outlook

NA

Industry Context

This Form 4 filing details specific insider transactions by a key executive at Worthington Enterprises, Inc. (WOR). Such filings are routine disclosures required by the SEC and provide transparency into executive stock ownership and compensation. They do not typically offer broader industry insights or competitive analysis, but rather reflect individual executive compensation events and personal investment activities within the company.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership, indicating that performance targets for executive incentives were met, which could be viewed positively.
• Employees: Reflects the company's executive compensation structure, potentially setting a precedent or demonstrating how long-term incentives are paid out.

Key Dates

Recommendation

Keywords

Worthington Enterprises, WOR, SEC Form 4, Insider Trading, Stock Transactions, Performance Shares, Restricted Stock, Phantom Stock, Executive Compensation, Joseph B. Hayek, Beneficial Ownership