[Form 4] Worthington Enterprises, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kevin J. Chan, Controller and officer of Worthington Enterprises, Inc. (WOR), reported transactions on 08/22/2025. He sold 6,549 common shares and, after that sale, beneficially owns 2,945.67 shares indirectly through a 401(k) plan. Separately, he acquired 3.51 theoretical "phantom" WOR common shares under the company's deferred compensation plan, increasing his direct phantom share balance to 140.4. The filing notes phantom shares track WOR common shares one-for-one, are generally distributed in WOR shares upon leaving the company, and, since 10/1/2014, cannot be transferred to other deemed investment options until distribution. The phantom share amount includes dividend-reinvestment credits as of 6/30/2025.

Positive

• Continued indirect ownership of 2,945.67 WOR shares via a 401(k) plan indicates ongoing equity exposure
• Participation in the deferred compensation plan with phantom shares that track common stock aligns executive incentives with shareholder value

Negative

• Insider sale of 6,549 common shares reported on 08/22/2025 which reduces the reporting person's direct equity stake

Insights

Securities Analyst

TL;DR: Insider sale offset by continued indirect ownership and participation in deferred-compensation phantom stock; overall neutral for ownership signal.

The Form 4 discloses a sale of 6,549 WOR common shares by Kevin J. Chan and continued indirect ownership of 2,945.67 shares via a 401(k). Separately, Mr. Chan received a small credited amount of 3.51 phantom shares, bringing his reported phantom balance to 140.4 shares. The filing is routine: it reports an open-market or plan-related disposal and crediting under a deferred-comp plan. Without context on total outstanding shares or prior holding patterns, the sale is a disclosure item rather than a clear governance or liquidity concern. The deferred-comp phantom shares indicate ongoing alignment with equity performance, though distribution restrictions limit immediate liquidity of those holdings.

Compensation and Benefits Specialist

TL;DR: Transaction reflects normal deferred compensation mechanics and 401(k) holdings; phantom shares are non-transferable until distribution.

The explanatory notes clarify that the phantom stock is part of the Amended and Restated 2005 Deferred Compensation Plan and mirrors WOR common shares one-for-one. A plan rule effective 10/1/2014 prevents transfers of phantom-stock balances to other deemed options until distribution, which is typically in WOR shares upon separation from the company. The report also states the phantom balance includes dividend reinvestment credits through 6/30/2025. These details are consistent with standard non-qualified deferred compensation design and do not indicate plan changes or additional employer-funded accruals beyond dividend credits.

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)
08/22/2025

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								2,945.67(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)	08/22/2025		A		3.51		(3)	(3)	Common Shares	3.51	$67.05	140.4(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of August 22, 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	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

He reported a sale of 6,549 common shares on 08/22/2025 and an acquisition of 3.51 phantom shares under the deferred compensation plan.

How many WOR shares does Kevin J. Chan beneficially own after the reported transactions?

After the reported sale, he beneficially owns 2,945.67 shares indirectly through a 401(k) plan and 140.4 phantom shares directly (theoretical).

What are the phantom shares reported in the Form 4?

The phantom shares are theoretical WOR common shares credited under the company's Amended and Restated 2005 Deferred Compensation Plan that track WOR shares one-for-one and are generally distributed in WOR common shares.

Are the phantom shares transferable within the plan?

No. Effective 10/1/2014, amounts credited to the phantom stock fund may not be transferred to other deemed investment options until distribution.