Worthington Enterprises (WOR) controller boosts phantom stock and share holdings

Rhea-AI Filing Summary

Worthington Enterprises, Inc. controller Kevin J. Chan reported a small increase in his deferred phantom stock holdings tied to WOR common shares. On January 23, 2026, 4.62 units of phantom stock were credited to his account at a reference price of $53.01, bringing his total phantom stock balance to 189.43 units that track WOR common shares on a one-for-one basis under the company’s deferred compensation plan. The filing also shows he directly holds 5,806 WOR common shares and an additional 2,983.74 common shares through a 401(k) plan as of a statement dated January 23, 2026.

The plan requires that phantom stock amounts remain in that investment option until distribution, which is made only in WOR common shares and generally begins after leaving Worthington Enterprises and its subsidiaries. The reported phantom stock amount includes additional theoretical shares credited under a dividend reinvestment feature as of December 31, 2025.

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

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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)
01/23/2026

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								5,806	D
Common Shares								2,983.74(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)	01/23/2026		A		4.62		(3)	(3)	Common Shares	4.62	$53.01	189.43(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of January 23, 2026.

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 December 31, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	01/26/2026
	** Signature of Reporting Person	Date
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FAQ

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

The filing shows that controller Kevin J. Chan had 4.62 units of phantom stock credited to his deferred compensation account on January 23, 2026 at a reference price of $53.01 per unit.

How many Worthington Enterprises (WOR) phantom stock units does Kevin J. Chan now hold?

After the reported transaction, Kevin J. Chan beneficially owns 189.43 units of WOR-linked phantom stock under the company’s deferred compensation plan.

How many Worthington Enterprises (WOR) common shares does Kevin J. Chan hold directly and through plans?

The report shows 5,806 WOR common shares held directly and 2,983.74 common shares held indirectly through a 401(k) plan based on a statement dated January 23, 2026.

What is phantom stock in the Worthington Enterprises deferred compensation plan?

The filing explains that the theoretical WOR phantom stock credited to the reporting person’s account tracks WOR common shares on a one-for-one basis under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan.

When can Worthington Enterprises (WOR) phantom stock under the plan be transferred or distributed?

According to the disclosure, amounts in the phantom stock fund may not be transferred to other investment options after October 1, 2014 and are distributed only in WOR common shares, generally commencing when a participant leaves Worthington Enterprises and its subsidiaries.

Does the reported phantom stock for WOR include dividend reinvestment credits?

Yes. The amount of 189.43 theoretical common shares includes additional phantom stock credited under the dividend reinvestment feature of the 2005 nonqualified plan as of December 31, 2025.