Worthington (WOR) CEO Hayek adds phantom stock and holds over 210K shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
HAYEK JOSEPH B reported acquisition or exercise transactions in this Form 4 filing.
WORTHINGTON ENTERPRISES, INC. President & CEO Joseph B. Hayek reported routine updates to his holdings and a small compensation-related grant. He received 5.190 theoretical WOR common shares as phantom stock under the Amended and Restated 2005 Deferred Compensation Plan at a reference price of $53.380 per unit.
After this grant, his phantom stock balance under the plan increased to 5,288.230 theoretical shares, which track WOR common shares on a one-for-one basis and are generally distributable in common shares upon leaving the company. The filing also shows direct ownership of 210,339 common shares and indirect holdings of 1,677 and 2,000 common shares in separate IRAs, including amounts added through dividend reinvestment features.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
HAYEK JOSEPH B
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock Acquired Under the Deferred Compensation Plan | 5.19 | $53.38 | $277.04 |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
Holdings After Transaction:
Phantom Stock Acquired Under the Deferred Compensation Plan — 5,288.23 shares (Direct, null);
Common Shares — 210,339 shares (Direct, null);
Common Shares — 2,000 shares (Indirect, By IRA (Merrill-Lynch))
Footnotes (1)
- The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated March 31, 2026. The theoretical WOR common shares ("phantom stock") credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended (the "Plan") track WOR common shares on a one-for-one basis. Prior to October 1, 2014, the account balances related to the phantom stock investment option could be immediately transferred to other deemed investment options under the terms of the Plan. The Plan provides that, effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund may not be transferred to an alternative deemed investment option under the Plan until distribution from the Plan. Distributions are made only in WOR common shares and generally commence upon leaving Worthington Enterprises, Inc. and its subsidiaries. The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan on March 27, 2026.
Key Figures
Phantom stock grant: 5.190 units
Reference price per phantom unit: $53.380
Phantom stock balance: 5,288.230 units
+3 more
6 metrics
Phantom stock grant
5.190 units
Theoretical WOR common shares granted under deferred compensation plan
Reference price per phantom unit
$53.380
Price used for 5.190 phantom stock units
Phantom stock balance
5,288.230 units
Total theoretical WOR common shares after grant
Direct common shares
210,339 shares
WOR common shares held directly after transactions
Vanguard IRA shares
1,677 shares
WOR common shares held indirectly via Vanguard IRA
Merrill Lynch IRA shares
2,000 shares
WOR common shares held indirectly via Merrill Lynch IRA
Key Terms
phantom stock, Deferred Compensation Plan, dividend reinvestment feature, IRA, +1 more
5 terms
phantom stock financial
"The theoretical WOR common shares ("phantom stock") credited to the reporting person's account..."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Deferred Compensation Plan financial
"credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors..."
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
dividend reinvestment feature financial
"includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA..."
IRA financial
"By IRA (Vanguard) ... dividend reinvestment feature of the IRA as reported in the plan statement..."
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
FAQ
What insider transaction did WOR President & CEO Joseph Hayek report?
Joseph Hayek reported a small compensation-related grant of phantom stock units. He acquired 5.190 theoretical WOR common shares under the 2005 Deferred Compensation Plan at a reference price of $53.380 per unit, increasing his deferred phantom stock balance rather than making an open-market trade.
What is the size of Joseph Hayek’s phantom stock position in WOR?
Following the reported grant, Hayek’s phantom stock balance is 5,288.230 theoretical WOR common shares. These phantom stock units track WOR common shares on a one-for-one basis under the company’s deferred compensation plan and are generally settled in WOR common shares upon distribution from the plan.
Were there any open-market buys or sells of WOR stock in this Form 4?
This Form 4 does not show any open-market purchases or sales of WOR common shares. It reports one grant of 5.190 phantom stock units and updates to direct and IRA share balances, which include additional shares credited through dividend reinvestment features described in the footnotes.
How were dividend reinvestments reflected in Joseph Hayek’s WOR holdings?
The filing notes that the amounts reported for certain IRA and phantom stock accounts include additional common shares or theoretical units credited through dividend reinvestment features. These reinvested amounts were recorded in plan statements dated March 31, 2026 and March 27, 2026, increasing the respective account balances.
When can Joseph Hayek’s WOR phantom stock units be distributed?
The deferred compensation plan states that phantom stock amounts cannot be transferred to other investment options after October 1, 2014. Distributions from the plan are made only in WOR common shares and generally begin once the participant leaves Worthington Enterprises, Inc. and its subsidiaries, according to the plan terms.