Worthington (WOR) Insider Filing: CEO Hayek Updates Ownership
Rhea-AI Filing Summary
Worthington Enterprises (WOR) – Form 4 filed 07/28/2025
President, CEO and Director Joseph B. Hayek reported a routine acquisition of 4.07 phantom shares on 07/25/2025 under the company’s 2005 Deferred Compensation Plan at a reference price of $61.66. Phantom shares are unfunded bookkeeping units that track WOR common stock one-for-one and are distributable only after separation from the company; they do not represent open-market purchases.
Following the transaction Hayek’s beneficial ownership stands at:
- 210,814 common shares held directly
- 3,659 common shares held indirectly through two IRAs (2,000 Merrill Lynch; 1,659 Vanguard)
- 4,943 phantom shares in the deferred-comp plan
No shares were sold. The filing shows ongoing dividend-reinvestment credits in both the IRAs and the non-qualified plan. Given the de-minimis size (4 phantom shares ≈ $250), the event is immaterial to the company’s share count and should have negligible market impact.
Positive
- CEO maintains a substantial direct ownership of 210,814 shares, supporting management-shareholder alignment.
Negative
- None.
Insights
TL;DR – Routine deferred-comp credit; no investment signal.
The filing reflects an automatic credit of 4.07 phantom shares to the CEO’s deferred-comp account rather than an active market purchase. His direct stake remains sizable at ~211k shares, maintaining strong alignment with shareholders, but the incremental change (<0.01% of his holdings) carries no valuation implications. I view the disclosure as compliance-driven and neutral for investors.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock Acquired Under the Deferred Compensation Plan | 4.07 | $61.66 | $250.96 |
| 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.
