Worthington Enterprises (WOR) amends Form 4 for controller’s phantom stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

CHAN KEVIN J reported acquisition or exercise transactions in this Form 4 filing.

WORTHINGTON ENTERPRISES, INC. Controller Kevin J. Chan reported an amended Form 4 to correct a prior administrative error involving phantom stock in a deferred compensation plan. The filing now shows a grant of 20.20 phantom stock units credited on March 25, 2026 at a reference price of $49.51 per unit.

After this correction, Chan’s account under the Worthington deferred compensation plan reflects a total of 228.02 theoretical common shares that track WOR common shares one-for-one. These phantom stock amounts are unfunded, non-transferable within the plan after October 1, 2014, and are generally settled in WOR common shares upon his departure from the company or its subsidiaries.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CHAN KEVIN J

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	20.2	$49.51	$1K

Holdings After Transaction: Phantom Stock — 228.02 shares (Direct, null)

Footnotes (1)

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, as amended (the "Plan") track WOR common shares on a one-for-one basis. This amendment is being filed to correct an administrative error and reflects that the original Form 4 should have reported 20.20 shares of phantom stock credited to the reporting person's account in the Plan on March 25, 2026 at a price of $49.51, as compared to the previously reported 13.29 shares of phantom stock credited to the reporting person's account on March 24, 2026 at a price of $51.88. 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 theoretical Worthington Enterprises, Inc. common shares deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on December 31, 2025.

Key Figures

Phantom stock granted: 20.20 units Reference price per unit: $49.51 Total phantom stock after grant: 228.02 units +2 more

5 metrics

Phantom stock granted 20.20 units Grant on March 25, 2026

Reference price per unit $49.51 Phantom stock grant price on March 25, 2026

Total phantom stock after grant 228.02 units Balance following transaction

Previously reported phantom stock 13.29 units Incorrect amount previously reported for March 24, 2026

Previously reported price $51.88 Incorrect price previously reported for March 24, 2026

Key Terms

phantom stock, Deferred Compensation Plan, dividend reinvestment feature, unfunded theoretical common shares

4 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"

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

"credited pursuant to the theoretical Worthington Enterprises, Inc. common shares deemed investment option pursuant to the dividend reinvestment feature"

unfunded theoretical common shares financial

"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 03:31 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHAN KEVIN J

(Last)

(First)

(Middle)

200 WEST OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS

OHIO

43085

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/25/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	03/25/2026		A		20.2⁽²⁾		⁽³⁾	⁽³⁾	Common Shares	20.2	$49.51	228.02⁽⁴⁾	D

Explanation of Responses:

1. 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, as amended (the "Plan") track WOR common shares on a one-for-one basis.

2. This amendment is being filed to correct an administrative error and reflects that the original Form 4 should have reported 20.20 shares of phantom stock credited to the reporting person's account in the Plan on March 25, 2026 at a price of $49.51, as compared to the previously reported 13.29 shares of phantom stock credited to the reporting person's account on March 24, 2026 at a price of $51.88.

3. 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.

4. The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the theoretical Worthington Enterprises, Inc. common shares deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on December 31, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Worthington Enterprises (WOR) report for Kevin J. Chan?

Worthington Enterprises reported an amended Form 4 showing Controller Kevin J. Chan received 20.20 phantom stock units on March 25, 2026 at $49.51 each. These units are theoretical shares credited under a deferred compensation plan and track WOR common shares one-for-one.

Why was the Worthington Enterprises (WOR) Form 4 for Kevin J. Chan amended?

The Form 4 was amended to correct an administrative error in the original filing. It clarifies that 20.20 phantom stock units were credited on March 25, 2026 at $49.51, instead of 13.29 units on March 24, 2026 at $51.88 as previously reported.

What are phantom stock units in Worthington Enterprises (WOR) deferred plan?

Phantom stock units are theoretical WOR common shares credited to a participant’s deferred compensation account that track WOR shares one-for-one. They are unfunded bookkeeping entries under the Worthington deferred compensation plan and are generally distributed in WOR common shares when the participant leaves the company.

How many phantom stock units does Kevin J. Chan hold after this Worthington (WOR) filing?

After this amended transaction, Kevin J. Chan’s Worthington deferred compensation account reflects 228.02 phantom stock units. These represent theoretical common shares tied to WOR’s stock value and are generally payable in WOR common shares when his plan distributions begin after leaving the company.

Can Worthington Enterprises (WOR) phantom stock units be moved to other investments?

Under the plan, phantom stock balances could be moved to other deemed investments before October 1, 2014. Effective October 1, 2014, any amount in the phantom stock fund must stay there until distribution, which is generally made in WOR common shares after a participant leaves the company.

How are dividends handled for Worthington Enterprises (WOR) phantom stock in the plan?

The filing notes additional unfunded theoretical common shares credited through a dividend reinvestment feature as of December 31, 2025. This means dividends on WOR common shares are reflected by crediting extra phantom stock units, increasing the participant’s theoretical share balance over time.