Worthington (WOR) Insider Form 4: Tax Withholding Sale and Phantom Share Update
Rhea-AI Filing Summary
Kevin J. Chan, Controller and officer of Worthington Enterprises, Inc. (WOR), reported routine equity activity in two transactions dated September 19 and September 22, 2025. On September 22, 2025, 239 shares were disposed (withheld to satisfy tax withholding) at a price of $61.03, leaving 6,310 common shares held directly. The report also discloses 2,949.05 common shares held indirectly through a 401(k) plan statement dated September 19, 2025. Separately, on September 19, 2025, the reporting person received 4.02 theoretical "phantom" shares under the company deferred compensation plan, increasing the phantom stock balance to 148.18 theoretical shares; phantom shares track WOR common shares and are distributed in common shares upon plan distribution.
Positive
- Transparent disclosure of compensation-related share withholding and phantom stock activity in compliance with Section 16 reporting
- Maintains meaningful ownership: 6,310 direct common shares and 2,949.05 indirect shares via the 401(k) plan
- Phantom stock clearly documented with description of distribution rules and dividend reinvestment adjustments
Negative
- Shares withheld (239) reduced direct holdings, though the amount is modest
- No material new purchases or open-market acquisitions reported that would increase economic stake
Insights
TL;DR: Routine tax-withholding sale and phantom share credit; modest net change in direct ownership.
The Form 4 documents a small, customary disposition of 239 shares to satisfy tax withholding at $61.03, leaving the reporting person with 6,310 direct shares. The filing also records 2,949.05 shares indirectly held via a 401(k) plan and a phantom stock credit of 4.02 shares that increased the phantom balance to 148.18 theoretical shares. These items reflect compensation mechanics and benefit-plan accounting rather than open-market trading intent, so they are not material to capital structure or control.
TL;DR: Disclosure aligns with Section 16 reporting: compensation-related withholding and deferred compensation movement.
The filing clearly identifies the reporting person as an officer (Controller) and shows transactions tied to restricted stock vesting tax withholding and plan mechanics. The phantom stock is described as a deemed investment option that cannot be transferred and is distributable in common shares upon plan distribution, indicating governance controls on deferred compensation. No changes to board membership or control are reported.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Shares | 239 | $61.03 | $15K |
| Grant/Award | Phantom Stock | 4.02 | $61.06 | $245.46 |
| holding | Common Shares | -- | -- | -- |
Footnotes (1)
- Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting. The information in this report is based on a 401(k) Plan statement dated as of September 19, 2025. 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. 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 30, 2025.
