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Worthington Enterprises (NYSE: WOR) grants phantom stock to controller

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Form Type
4

Rhea-AI Filing Summary

Worthington Enterprises controller Kevin J. Chan reported an acquisition of 4.3700 units of phantom stock under a deferred compensation plan on July 24, 2026 at $56.0000 per unit, increasing his phantom stock balance to 315.5400 units. The reported phantom stock amount includes units credited through a dividend reinvestment feature on June 29, 2026. He also reports holding 7,036.0000 common shares directly and 3,109.3000 common shares through a 401(k) plan as of that date.

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Insider CHAN KEVIN J
Role Controller
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan F2, F3, F4 4.37 $56.00 $244.72
holding Common Shares -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 315.54 shares (Direct); Common Shares — 7,036 shares (Direct); Common Shares — 3,109.3 shares (Indirect, By 401(k) Plan)
Footnotes (4)
  1. F1. The information in this report is based on a 401(k) Plan statement dated as of July 24, 2026.
  2. 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.
  3. 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.
  4. F4. The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan on June 29, 2026.
Phantom stock units acquired 4.3700 units Grant/award acquisition on July 24, 2026 under deferred compensation plan
Phantom stock grant price $56.0000 per unit Reference price for phantom stock units acquired on July 24, 2026
Total phantom stock after transaction 315.5400 units Theoretical WOR common shares credited in deferred compensation account
Direct common shares held 7036.0000 shares Direct ownership of Worthington Enterprises common shares as of July 24, 2026
Common shares held via 401(k) plan 3109.3000 shares Indirect ownership through a 401(k) plan statement dated July 24, 2026
phantom stock financial
"The theoretical WOR common shares phantom stock credited to the reporting person's account track WOR shares."
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
"Phantom stock is credited under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation 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.
dividend reinvestment feature financial
"The amount reported includes additional theoretical common shares credited pursuant to the dividend reinvestment feature."
401(k) Plan financial
"Information is based on a 401(k) Plan statement dated as of July 24, 2026."
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

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

Kevin J. Chan acquired 4.3700 units of phantom stock on July 24, 2026 at $56.0000 per unit under a deferred compensation plan. This increased his phantom stock holdings to 315.5400 units that track Worthington Enterprises common shares on a one-for-one basis.

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

After the reported transactions, Kevin J. Chan holds 7,036.0000 WOR common shares directly and 3,109.3000 shares indirectly through a 401(k) plan. The 401(k) balance is based on a plan statement dated July 24, 2026.

What is the phantom stock reported for Worthington Enterprises (WOR) in Kevin J. Chan’s account?

The phantom stock represents theoretical WOR common shares credited under a deferred compensation plan that track WOR common shares one-for-one. Amounts cannot be moved to other investment options after October 1, 2014, and distributions are made only in WOR common shares.

Does Kevin J. Chan’s Worthington Enterprises (WOR) transaction involve a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked, indicating the reported acquisition was not made pursuant to an affirmed Rule 10b5-1 trading plan. No footnote describes any separate pre-arranged trading arrangement for this phantom stock credit.

How were dividend reinvestments reflected in Kevin J. Chan’s WOR phantom stock position?

The reported phantom stock amount includes additional theoretical WOR common shares credited under a dividend reinvestment feature on June 29, 2026. These reinvested amounts are part of the 315.5400 phantom stock units now credited to his deferred compensation account.

What indirect holdings of Worthington Enterprises (WOR) shares does Kevin J. Chan report?

In addition to direct ownership, Kevin J. Chan reports 3,109.3000 WOR common shares held indirectly through a 401(k) plan. This figure comes from a 401(k) plan statement dated July 24, 2026 and reflects his retirement-plan-based exposure to WOR stock.
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)
07/24/2026
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 Shares7,036D
Common Shares3,109.3(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 Acquired Under the Deferred Compensation Plan(2)07/24/2026A4.37 (3) (3)Common Shares4.37$56315.54(4)D
Explanation of Responses:
1. The information in this report is based on a 401(k) Plan statement dated as of July 24, 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 dividend reinvestment feature of the 2005 NQ Plan on June 29, 2026.
/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan07/27/2026
** 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)