[Form 4] Worthington Enterprises, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kevin J. Chan, an officer and controller of Worthington Enterprises, Inc. (WOR), reported transactions dated 09/05/2025. The filing shows a disposition of 6,549 common shares and, after the reported transaction, beneficial ownership of 2,947.28 common shares held indirectly through a 401(k) plan. The report also records the crediting of 3.77 theoretical ("phantom") WOR common shares under the company's Deferred Compensation Plan; those phantom shares track WOR common shares one-for-one and were recorded at a price reference of $65.07. The Deferred Compensation Plan restricts transfers of phantom stock after October 1, 2014, and distributions are made only in WOR common shares, generally upon leaving the company. The form was signed by an attorney-in-fact on 09/08/2025.

Positive

• Disclosure was timely and specific, listing transaction dates, amounts, and plan details
• Phantom shares track common shares one-for-one, preserving economic alignment with WOR equity

Negative

• Disposition of 6,549 common shares reduced the reporting person's direct holdings
• Phantom stock is non-transferable until distribution and payable only in WOR shares, limiting liquidity

Insights

Financial Analyst

TL;DR: Insider reduced direct holdings via a 401(k) disposition and received a small credit of phantom shares in the deferred plan.

The report documents a sale/disposition of 6,549 common shares and an indirect beneficial position of 2,947.28 shares held through a 401(k) plan, indicating a shift in the reporting person's direct ownership profile. The addition of 3.77 theoretical shares in the Deferred Compensation Plan marginally increases long-term, non-liquid exposure to WOR equity because those phantom shares track common shares one-for-one and are payable only in actual WOR shares upon distribution. Transaction dates and signatures are provided, and the filing is routine for insiders participating in company compensation and benefit plans.

Corporate Governance Expert

TL;DR: Filing reflects routine Plan-related movements with restricted phantom holdings; no governance red flags presented.

The Form 4 indicates the reporting person is an officer/controller and that movements relate to a 401(k) statement and the company’s Deferred Compensation Plan. The Plan’s restriction—preventing transfers of phantom stock after October 1, 2014—and distribution-in-kind feature (payments in WOR shares) are explicitly noted, which affects the liquidity and timing of any economic interest. The signature by attorney-in-fact is properly included, and the disclosure is consistent with Section 16 reporting obligations.

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 OH 43085

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								6,549	D
Common Shares								2,947.28(1)	I	By 401(k) Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(2)	09/05/2025		A		3.77		(3)	(3)	Common Shares	3.77	$65.07	144.17(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of September 5, 2025.

2. 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.

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 June 30, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	09/08/2025
	** 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.

FAQ

What did Kevin J. Chan report on the Form 4 for WOR?

He reported a disposition of 6,549 common shares on 09/05/2025 and the crediting of 3.77 phantom WOR common shares under the Deferred Compensation Plan.

How many WOR shares does the filing show remaining after the transaction?

The filing shows 2,947.28 common shares beneficially owned following the reported transaction, held indirectly via a 401(k) plan.

What are the rules for the phantom stock in the Deferred Compensation Plan?

The Plan states that amounts credited to the phantom stock fund may not be transferred to other deemed investment options after October 1, 2014, and distributions are made only in WOR common shares, generally upon leaving the company.

At what reference price were the phantom shares recorded?

The phantom stock entry references a price of $65.07.

Who signed the Form 4 and when?

The form was signed by Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan on 09/08/2025.