STOCK TITAN

Worthington Enterprises (WOR) controller receives phantom stock grant and updates holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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 a routine compensation-related update. He received an award of 4.1 units of phantom stock on common shares at $59.68 per unit, increasing his phantom stock balance to 255.46 units that track WOR common shares one-for-one under a deferred compensation plan. He also reported indirect holdings of 3,055.43 common shares through a 401(k) plan and 5,806 common shares held directly.

Positive

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Negative

  • None.
Insider CHAN KEVIN J
Role Controller
Type Security Shares Price Value
Grant/Award Phantom Stock 4.1 $59.68 $244.69
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock — 255.46 shares (Direct, null); Common Shares — 5,806 shares (Direct, null); Common Shares — 3,055.43 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. The information in this report is based on a 401(k) Plan statement dated as of June 12, 2026. 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.
Phantom stock grant 4.1 units Grant of phantom stock on June 12, 2026
Phantom stock price $59.68 per unit Price used for 4.1 phantom stock units
Total phantom stock units 255.46 units Phantom stock balance following transaction
Direct common share holdings 5,806 shares Common shares held directly after update
401(k) plan WOR holdings 3,055.43 shares Theoretical common shares via 401(k) plan as of June 12, 2026
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
"Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "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.
401(k) Plan financial
"The information in this report is based on a 401(k) Plan statement"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares5,806D
Common Shares3,055.43(1)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)06/12/2026A4.1 (3) (3)Common Shares4.1$59.68255.46D
Explanation of Responses:
1. The information in this report is based on a 401(k) Plan statement dated as of June 12, 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.
/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan06/15/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Worthington Enterprises (WOR) insider Kevin J. Chan report on this Form 4?

Kevin J. Chan reported a compensation-related grant of 4.1 phantom stock units tied to Worthington Enterprises common shares. The filing also updates his direct and 401(k) plan share holdings as of June 12, 2026, without any open-market buying or selling activity.

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

After the latest grant, Kevin J. Chan holds 255.46 phantom stock units linked to Worthington Enterprises common shares. These units are credited under the company’s deferred compensation plan and track WOR common shares on a one-for-one basis until distribution in actual shares.

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

Phantom stock units are theoretical WOR common shares credited under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan. They track WOR common shares one-for-one and are ultimately distributed only in actual WOR common shares, generally when the participant leaves the company.

Did Kevin J. Chan buy or sell Worthington Enterprises (WOR) shares in the market?

The Form 4 does not show any open-market purchases or sales of WOR common shares. It reports a grant of 4.1 phantom stock units and updated balances of direct and 401(k) plan holdings, reflecting compensation and retirement-plan positions rather than trading activity.

How many Worthington Enterprises (WOR) shares does Kevin J. Chan hold directly and through his 401(k)?

Kevin J. Chan holds 5,806 Worthington Enterprises common shares directly and 3,055.43 theoretical common shares indirectly through a 401(k) plan. The 401(k) figure is based on a plan statement dated June 12, 2026, and represents his retirement-plan investment in WOR.

When can Worthington Enterprises (WOR) phantom stock balances be transferred or distributed?

Under the deferred compensation plan, amounts in the phantom stock fund cannot be moved to other investment options after October 1, 2014. Distributions occur only in WOR common shares and generally begin after the participant leaves Worthington Enterprises and its subsidiaries, aligning with long-term incentive goals.