Worthington Enterprises (WOR) officer adds phantom stock units in Form 4 filing

Rhea-AI Filing Summary

Worthington Enterprises, Inc. officer and Controller Kevin J. Chan reported equity holdings and a small deferred compensation change. On 11/28/2025, he acquired 4.47 phantom stock units tied to WOR common shares at $54.86 per share, bringing his total phantom stock position to 170.77 units under the company’s deferred compensation plan. The phantom stock tracks WOR common shares on a one-for-one basis and is generally settled in shares after he leaves Worthington Enterprises and its subsidiaries. He also reported beneficial ownership of 6,310 common shares directly and 2,960.69 common shares through a 401(k) plan, based on a statement dated as of November 30, 2025.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CHAN KEVIN J

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	4.47	$54.86	$245.22
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Phantom Stock — 170.77 shares (Direct); Common Shares — 6,310 shares (Direct); Common Shares — 2,960.69 shares (Indirect, By 401(k) Plan)

Footnotes (1)

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

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Form 4 Insider Transactions: What Each Field Means →

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).

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)
11/28/2025

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								6,310	D
Common Shares								2,960.69(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)	11/28/2025		A		4.47		(3)	(3)	Common Shares	4.47	$54.86	170.77(4)	D

Explanation of Responses:

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

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	12/01/2025
	** 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 insider activity did WOR officer Kevin J. Chan report on this Form 4?

Kevin J. Chan, Controller of Worthington Enterprises, Inc. (WOR), reported acquiring 4.47 phantom stock units on 11/28/2025 at a reference price of $54.86 per unit, linked one-for-one to WOR common shares.

How many Worthington Enterprises (WOR) phantom stock units does Kevin J. Chan now hold?

After the reported transaction, Kevin J. Chan beneficially owns 170.77 phantom stock units, which track WOR common shares under the company’s deferred compensation plan.

How many WOR common shares does Kevin J. Chan own directly and through his 401(k)?

Kevin J. Chan reported 6,310 WOR common shares held directly and 2,960.69 WOR common shares held indirectly through a 401(k) plan, based on a plan statement dated as of November 30, 2025.

What is the phantom stock plan referenced in the Worthington Enterprises Form 4?

The filing states that theoretical WOR common shares, called phantom stock, are credited to the reporting person’s account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan and track WOR common shares on a one-for-one basis.

When and how are Worthington Enterprises phantom stock units distributed to Kevin J. Chan?

According to the disclosure, amounts credited to the phantom stock fund may not be transferred to other investment options after October 1, 2014, and distributions are made only in WOR common shares, generally beginning when the participant leaves Worthington Enterprises, Inc. and its subsidiaries.

How does dividend reinvestment affect Kevin J. Chan’s WOR phantom stock balance?

The amount reported includes additional unfunded theoretical common shares credited under the dividend reinvestment feature of the 2005 nonqualified plan, including credits on September 29, 2025.