Worthington Enterprises (WOR) controller reports 4.2 phantom stock units at $58.36

Rhea-AI Filing Summary

Worthington Enterprises officer Kevin J. Chan reported updated holdings in company stock and deferred phantom stock units following activity on 12/12/2025.

After the reported transactions, he beneficially owned 6,310 common shares directly and 2,960.69 common shares through a 401(k) plan, based on a plan statement dated as of November 30, 2025. On 12/12/2025 he acquired 4.2 phantom stock units at $58.36 each under the Amended and Restated 2005 Deferred Compensation Plan, bringing his phantom stock balance to 174.97 units, which track WOR common shares on a one-for-one basis. Under this plan, amounts in the phantom stock fund may not be transferred to other deemed investment options after October 1, 2014, and distributions are made only in WOR common shares, generally when a participant leaves Worthington Enterprises, Inc. and its subsidiaries.

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

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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)
12/12/2025

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)	12/12/2025		A		4.2		(3)	(3)	Common Shares	4.2	$58.36	174.97(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	12/16/2025
	** 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).
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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 insider activity did Worthington Enterprises (WOR) report for Kevin J. Chan?

Kevin J. Chan, the controller of Worthington Enterprises, reported acquiring 4.2 phantom stock units on 12/12/2025 at $58.36 each under the Amended and Restated 2005 Deferred Compensation Plan.

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

Following the reported transactions, Kevin J. Chan beneficially owned 6,310 Worthington Enterprises common shares directly and 2,960.69 common shares indirectly through a 401(k) Plan, based on a statement dated as of November 30, 2025.

What are phantom stock units in Worthington Enterprises deferred compensation plan?

The phantom stock units are theoretical WOR common shares credited to a participant's account in the 2005 Deferred Compensation Plan and track WOR common shares on a one-for-one basis, with distributions made only in WOR common shares.

When can balances in Worthingtons phantom stock fund be moved to other investment options?

Prior to October 1, 2014, balances tied to the phantom stock investment option could be transferred to other deemed investment options. Effective October 1, 2014 and thereafter, any amount in the phantom stock fund may not be transferred to an alternative option until distribution from the plan.

How many phantom stock units does Kevin J. Chan hold after this Worthington (WOR) transaction?

After the 12/12/2025 acquisition, Kevin J. Chan held 174.97 phantom stock units. This amount includes additional unfunded theoretical common shares credited through the dividend reinvestment feature of the 2005 NQ Plan on September 29, 2025.