Worthington (WOR) Officer Reports 6,549-Share Disposition and Deferred Plan Credit
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock | 3.77 | $65.07 | $245.31 |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
Footnotes (1)
- The information in this report is based on a 401(k) Plan statement dated as of September 5, 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, 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 theoretical Worthington Enterprises, Inc. common shares deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on June 30, 2025.
