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

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (WOR) – Form 4 filing dated 06/30/2025

Controller Kevin J. Chan reported two routine equity-based transactions that increased his beneficial ownership without any open-market purchases or sales:

• Restricted stock award: 960 common shares granted on 06/26/2025 at $0.00 under the 2024 Long-Term Incentive Plan. The shares will vest on the third anniversary of the grant date. Direct holdings rose to 6,549 shares after the grant.
• Phantom stock credit: 3.69 theoretical common shares added on 06/27/2025 at a reference price of $63.81 through the company’s deferred compensation plan, lifting the phantom balance to 125.63 units. Phantom stock tracks WOR one-for-one and is payable only in common shares upon distribution.

Chan also reports 2,848.45 common shares held indirectly in his 401(k) plan as of 06/27/2025. No dispositions, sales, or 10b5-1 plan transactions were disclosed.

The filing signals ongoing equity-based compensation and maintains insider alignment, but the share amounts are small relative to WOR’s public float and therefore unlikely to be market-moving.

Positive

• 960 restricted shares granted to the Controller, marginally increasing insider alignment with shareholders.
• No shares were sold or disposed, indicating no negative insider signal.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Form 4 shows 960 restricted shares granted, modestly raising insider stake; no sales, neutral market impact.

The grant adds roughly US$60k of equity (using the $63.81 reference) to Chan’s direct holdings, pushing his ownership to 6,549 shares. Because the award vests over three years, immediate float impact is nil and the economic incentive is long-term. The small 3.69-unit phantom credit is normal dividend reinvestment within the deferred comp plan. No dispositions or 10b5-1 trading were flagged, reinforcing a stable insider posture. From a valuation or governance standpoint this is neutral; it neither signals aggressive insider buying nor negative sentiment. Investors may view it as a routine compensation event that modestly aligns management with shareholder interests.

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

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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)
06/26/2025

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	06/26/2025		A		960(1)	A	$0.00	6,549	D
Common Shares								2,848.45(2)	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	(3)	06/27/2025		A		3.69		(4)	(4)	Common Shares	3.69	$63.81	125.63(5)	D

Explanation of Responses:

1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date.

2. The information in this report is based on a 401(k) Plan statement dated as of June 27, 2025.

3. 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.

4. 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.

5. 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 27, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	06/30/2025
	** 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.
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FAQ

How many Worthington Enterprises (WOR) shares did Kevin J. Chan acquire?

960 restricted common shares were granted on 06/26/2025 at no cost.

What is Chan’s total direct ownership in WOR after the transaction?

After the grant, he directly owns 6,549 common shares.

When will the newly granted restricted stock vest?

The 960 shares will vest on the third anniversary of the 06/26/2025 grant date.

How many WOR shares does Chan hold in his 401(k) plan?

He holds 2,848.45 common shares indirectly via the 401(k) plan.

What phantom stock was credited to Chan’s deferred compensation account?

An additional 3.69 phantom shares were credited at a reference price of $63.81, bringing the total to 125.63 units.

Did the filing disclose any share sales or 10b5-1 plan activity?

No. The Form 4 lists only acquisitions and no dispositions or 10b5-1 trades.