HAYEK JOSEPH B 4
4 · WORTHINGTON ENTERPRISES, INC. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Worthington (WOR) CEO Joseph Hayek Receives Award of 4.84 Shares
What Happened
Joseph B. Hayek, President & CEO and a director of Worthington Enterprises, Inc. (WOR), was credited with a grant/award of 4.84 shares (reported as a derivative interest) at a per-share value of $57.16, totaling about $277. The Form 4 classifies the transaction as an acquisition/award (code A) of a derivative security rather than an open-market purchase.
Key Details
- Transaction date: 2026-02-20; Report filed: 2026-02-23 (timely filing).
- Price/value reported: $57.16 per share; total value ≈ $277.
- Transaction type/code: Grant/award (A); reported as a derivative (phantom stock/other theoretical shares).
- Shares owned after transaction: Not specified in the supplied excerpt.
- Notable footnotes:
- F1: Includes additional common shares acquired via dividend reinvestment in an IRA (plan statement dated 12/31/2025).
- F2–F4: The credited units are “phantom” or theoretical WOR shares under the company’s deferred compensation plan (track WOR shares 1:1); dividends may be reinvested and distributions are made in WOR shares, with certain transfer restrictions effective 10/1/2014.
Context
This entry reflects a small, routine compensation/plan credit (derivative award/phantom shares) rather than an open-market buy or sale. Phantom stock in the deferred compensation plan tracks actual WOR shares one-for-one and is typically paid out in company shares upon distribution events (e.g., separation from service), so the entry does not represent an immediate purchase or sale of market-traded shares.
Insider Transaction Report
- Award
Phantom Stock Acquired Under the Deferred Compensation Plan
[F2][F3][F4]2026-02-20$57.16/sh+4.84$277→ 5,049.39 total→ Common Shares (4.84 underlying)
- 210,814
Common Shares
- 2,000(indirect: By IRA)
Common Shares
- 1,671(indirect: By IRA)
Common Shares
[F1]
Footnotes (4)
- [F1]The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated December 31, 2025.
- [F2]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.
- [F3]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.
- [F4]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 December 31, 2025.