Worthington (WOR) CEO Hayek Sells 210,814 Shares; Deferred Compensation Disclosed
Rhea-AI Filing Summary
Joseph B. Hayek, President & CEO and director of Worthington Enterprises, Inc. (WOR), reported transactions on Form 4 showing a disposal of 210,814 common shares on 08/22/2025. After the reported transactions he separately holds 2,000 common shares in an IRA at Merrill‑Lynch and 1,659 common shares in an IRA at Vanguard.
The filing also reports 4,950.35 theoretical "phantom" WOR shares credited under the Company's deferred compensation plan; those phantom shares track WOR common shares one‑for‑one and include dividend reinvestment adjustments. The form was signed by an attorney‑in‑fact on behalf of Mr. Hayek.
Positive
- Form 4 was filed with specific disclosures of the transaction date, amounts, and ownership forms
- Deferred compensation phantom stock is explained, including that it tracks common shares one‑for‑one and includes dividend reinvestment
Negative
- Reporting person disposed of 210,814 common shares on 08/22/2025
- Direct beneficial ownership was materially reduced by the reported disposition
Insights
TL;DR: Insider sale of 210,814 shares reported; remaining direct IRA holdings are small and phantom stock accruals are disclosed.
The reported disposal of 210,814 common shares on 08/22/2025 is a material transaction in size and is clearly disclosed on Form 4. The filing confirms modest direct/indirect IRA holdings (2,000 and 1,659 shares) and 4,950.35 theoretical shares under the deferred compensation plan that track common shares. This disclosure is routine for Section 16 reporting and provides transparency about the executive's current equity exposure and deferred compensation linkage to company stock.
TL;DR: Form 4 properly discloses director/officer transactions and phantom share mechanics tied to the deferred compensation plan.
The filing identifies Mr. Hayek as both President & CEO and a director and documents the mechanics of the Plan's phantom stock and dividend reinvestment features. The statement explains transfer restrictions effective October 1, 2014, and that distributions are made in common shares. The submission appears procedurally complete, including attorney‑in‑fact signature, and supplies necessary detail for stakeholders monitoring insider activity and compensation vehicles.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock Acquired Under the Deferred Compensation Plan | 3.74 | $67.05 | $250.77 |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
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 June 30, 2025. 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 June 30, 2025.
