[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
09/19/2025

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	09/22/2025		F		239(1)	D	$61.03	6,310	D
Common Shares								2,949.05(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)	09/19/2025		A		4.02		(4)	(4)	Common Shares	4.02	$61.06	148.18(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 September 19, 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 June 30, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	09/23/2025
	** 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.
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FAQ

What transactions did Kevin J. Chan report on Form 4 for WOR?

The filing reports a 239-share disposal on 09/22/2025 at $61.03 for tax withholding, a 4.02 phantom-share credit on 09/19/2025, and indirect ownership of 2,949.05 shares via a 401(k) plan.

How many shares does Kevin J. Chan hold directly after the reported transactions?

The report shows 6,310 common shares held directly following the 239-share withholding transaction.

What is the phantom stock reported in the Form 4?

Phantom stock represents theoretical WOR common shares in the companys deferred compensation plan; 4.02 phantom shares were credited on 09/19/2025, bringing the phantom balance to 148.18 theoretical shares.

Why were 239 shares disposed of according to the filing?

The filing states those 239 shares were withheld upon vesting of restricted stock to satisfy the reporting person's tax withholding obligation.

Does this Form 4 indicate a change in control at Worthington Enterprises (WOR)?

No. The disclosure reflects compensation and plan mechanics; it does not report any change in board membership or a material shift in control.