Worthington Enterprises (WOR) officer reports share withholding and phantom stock

Rhea-AI Filing Summary

Worthington Enterprises, Inc. insider Kevin J. Chan, an officer serving as Controller, reported routine equity transactions involving company stock and related plans. On December 22, 2025, 504 common shares were withheld upon vesting of restricted stock to cover tax obligations, leaving Chan with 5,806 common shares held directly and 2,960.69 common shares held indirectly through a 401(k) plan as of the latest plan statement. The report also shows an acquisition of 4.64 units of phantom stock on December 26, 2025 under a deferred compensation plan, bringing the total phantom stock balance to 179.61 theoretical common shares that track Worthington Enterprises stock on a one-for-one basis and are distributable only in shares upon separation from the company.

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)
12/22/2025

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	12/22/2025		F		504(1)	D	$52.79	5,806	D
Common Shares								2,960.69(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)	12/26/2025		A		4.64		(4)	(4)	Common Shares	4.64	$52.87	179.61(5)	D

Explanation of Responses:

1. Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.

2. The information in this report is based on a 401(k) Plan statement dated as of November 30, 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 September 29, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	12/29/2025
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports that Kevin J. Chan, an officer serving as Controller, had 504 common shares withheld on December 22, 2025 upon restricted stock vesting to satisfy tax withholding, and also acquired 4.64 units of phantom stock on December 26, 2025 under a deferred compensation plan.

How many Worthington Enterprises (WOR) shares does Kevin J. Chan beneficially own after the reported transactions?

After the reported transactions, Kevin J. Chan beneficially owns 5,806 common shares directly and 2,960.69 common shares indirectly through a 401(k) plan, based on a statement dated November 30, 2025.

What is the nature of the 504 Worthington Enterprises (WOR) shares withheld on December 22, 2025?

The 504 common shares were withheld upon the vesting of restricted stock to satisfy Kevin J. Chan’s tax withholding obligation related to that vesting event.

What is the phantom stock reported for Worthington Enterprises (WOR) and how does it work?

The filing describes theoretical common shares (phantom stock) in the Worthington Enterprises deferred compensation plan that track WOR common shares on a one-for-one basis. As of the report, Chan held 179.61 units, which are distributable only in WOR common shares, generally starting when he leaves Worthington Enterprises and its subsidiaries.

Can the Worthington Enterprises (WOR) phantom stock be moved to other investments under the plan?

The document states that, effective October 1, 2014 and thereafter, any amount credited to the phantom stock fund in the plan may not be transferred to an alternative deemed investment option until distribution from the plan.

How are dividends reflected in Kevin J. Chan’s Worthington Enterprises (WOR) phantom stock holdings?

The amount of phantom stock includes additional unfunded theoretical WOR common shares credited under the plan’s dividend reinvestment feature, including credits made on September 29, 2025.

What role does the 401(k) plan play in Kevin J. Chan’s Worthington Enterprises (WOR) holdings?

In addition to directly held shares, the report shows 2,960.69 common shares of Worthington Enterprises held indirectly through a 401(k) plan, based on a plan statement dated November 30, 2025.