WOR controller adds phantom stock compensation

Worthington Enterprises officer updates deferred compensation holdings.

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Rhea-AI Filing Summary

Worthington Enterprises officer updates deferred compensation holdings. Controller Kevin J. Chan reported an award of 4.15 units of WOR-linked phantom stock on February 6, 2026, at a reference price of $59.10 per unit under a deferred compensation plan.

After this credit, he beneficially owned 193.57 phantom stock units and also held 5,806 Worthington Enterprises common shares directly, plus 2,989.34 common shares indirectly through a 401(k) plan.

Insider Trade Summary

Grant/Award: 4.15 shares

Grant/Award 3 txns

Insider CHAN KEVIN J

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	4.15	$59.10	$245.27
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Phantom Stock — 193.57 contracts (Direct); Common Shares — 5,806 shares (Direct); Common Shares — 2,989.34 shares (Indirect, By 401(k) Plan)

Footnotes (4)

F1. The information in this report is based on a 401(k) Plan statement dated as of February 6, 2026.
F2. 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.
F3. 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.
F4. 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.

FAQ

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What insider transaction did WOR officer Kevin J. Chan report?

Kevin J. Chan reported receiving 4.15 units of WOR-linked phantom stock on February 6, 2026. These units were credited under a deferred compensation plan and reference a price of $59.10 per unit, increasing his total phantom stock holdings to 193.57 units.

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

After the reported update, Kevin J. Chan beneficially owned 5,806 Worthington Enterprises common shares directly. He also held an additional 2,989.34 WOR common shares indirectly through a 401(k) plan, according to a statement dated February 6, 2026.

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

Phantom stock in the Worthington Enterprises deferred compensation plan consists of theoretical WOR common shares. These units track WOR common shares on a one-for-one basis and are credited to the participant’s plan account, with distributions made only in WOR common shares upon leaving the company.

What are the restrictions on transferring WOR phantom stock in the plan?

Since October 1, 2014, amounts credited to the WOR phantom stock fund in the deferred compensation plan may not be transferred to other deemed investment options until distribution. Distributions are made only in WOR common shares and generally begin when the participant leaves Worthington Enterprises and its subsidiaries.

How were additional WOR phantom stock units credited to Kevin J. Chan’s account?

The reported phantom stock amount includes additional unfunded theoretical WOR common shares credited through a dividend reinvestment feature. These units were added under the 2005 nonqualified plan’s WOR common shares deemed investment option as of December 31, 2025, and reflected in the February 6, 2026 statement.

What role does Kevin J. Chan hold at Worthington Enterprises (WOR)?

Kevin J. Chan is identified as an officer of Worthington Enterprises, serving in the role of Controller. His Form 4 filing reflects his beneficial ownership in both WOR common shares and WOR-linked phantom stock units under company benefit and compensation plans.

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Accepted by SEC EDGAR 02/09/2026 - 11:28 AM EST

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

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)
02/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								5,806	D
Common Shares								2,989.34⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾	02/06/2026		A		4.15		⁽³⁾	⁽³⁾	Common Shares	4.15	$59.1	193.57⁽⁴⁾	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of February 6, 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	02/09/2026
	** 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.

Source: View Original Filing on SEC EDGAR