Worthington Enterprises Form 4 shows minimal deferred-comp accrual

Rhea-AI Filing Summary

Worthington Enterprises (WOR) filed a Form 4 on 28 Jul 2025 for Controller Kevin J. Chan.

• Derivative acquisition: 3.82 phantom stock units (one-for-one equivalents to common shares) credited on 25 Jul 2025 under the company’s Deferred Compensation Plan at a reference price of $61.66 (transaction code “A”).
• Post-transaction derivative balance: 133.16 phantom shares.
• Non-derivative holdings unchanged: 6,549 common shares held directly plus 2,942.41 shares through the 401(k) plan.

The reported increase is < $250 in market value and reflects routine dividend reinvestment within the deferred-comp program. No shares were sold, no options were exercised, and there are no indications of broader strategic intent. The filing is therefore immaterial to near-term valuation and governance.

Insights

Securities Analyst

TL;DR: De minimis phantom-stock credit; neutral for WOR investors.

The 3.82-unit accrual represents a routine, non-cash addition tied to deferred compensation rather than an active market purchase. Total direct plus indirect ownership remains modest versus the company’s 50 M+ share count, so the transaction neither signals bullish insider conviction nor raises dilution concerns. Because the units cannot be transferred until separation from the firm, the action does not affect float or liquidity. Absent other insider activity, I view the filing as administratively required and not impactful for valuation models or governance screens.

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).

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)
07/25/2025

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								6,549	D
Common Shares								2,942.41(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(2)	07/25/2025		A		3.82		(3)	(3)	Common Shares	3.82	$61.66	133.16(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of July 25, 2025.

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 June 30, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	07/28/2025
	** 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.
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.

FAQ

What did Worthington Enterprises (WOR) disclose in the 28 Jul 2025 Form 4?

Controller Kevin J. Chan acquired 3.82 phantom stock units on 25 Jul 2025 under a deferred-comp plan.

How many WOR common shares does Kevin J. Chan now own directly?

He continues to hold 6,549 common shares directly.

What is the total indirect ownership reported for Kevin J. Chan?

Indirect holdings include 2,942.41 shares in a 401(k) plus 133.16 phantom shares in the deferred-comp plan.

Was any stock sold in this filing?

No. The Form 4 reports only an acquisition of phantom stock; no dispositions were made.

Does the phantom stock affect WOR’s share count?

No. Phantom units are bookkeeping entries payable in stock upon separation; they do not alter the public float today.