Worthington (WOR) Form 4 shows 6,549-share disposition by Controller
Rhea-AI Filing Summary
Kevin J. Chan, an officer (Controller) and director of Worthington Enterprises, Inc. (WOR), filed a Form 4 reporting transactions dated 08/08/2025. The filing shows a disposition of 6,549 common shares and reports 2,944.07 common shares held indirectly through a 401(k) plan. The Form also records activity in the companys deferred compensation "phantom stock" arrangement, with entries shown as 3.73 and 136.89 in the derivative table and a reference price of $63.21 as reported in the filing.
The explanatory notes state the 401(k) figures derive from a plan statement dated August 8, 2025 and clarify that the phantom stock tracks WOR common shares one-for-one under the Worthington Enterprises, Inc. Amended and Restated 2005 Deferred Compensation Plan; dividend reinvestment credited additional theoretical shares on June 30, 2025. The Form is signed by an attorney-in-fact on behalf of Mr. Chan on 08/11/2025.
Positive
- Indirect ownership retained: The reporting person continues to hold 2,944.07 shares indirectly via a 401(k) plan.
- Deferred compensation exposure: Phantom-stock holdings that track WOR common shares remain credited under the companys deferred compensation plan, including dividend reinvestment credited on 06/30/2025.
Negative
- Officer disposition: The Form reports a disposition of 6,549 common shares on 08/08/2025.
- Sale price not disclosed in Table I: The common-share disposition entry in Table I does not show a reported price for the transaction.
Insights
TL;DR: Officer sale reported; routine disclosure with limited standalone market impact absent percentage context.
The Form 4 documents a disposition of 6,549 common shares by Kevin J. Chan on 08/08/2025 and shows 2,944.07 shares held indirectly via a 401(k) plan. Without information on Mr. Chans prior total holdings or the sale price in Table I, it is not possible to assess the size of the sale relative to his stake or to quantify dilution or signaling effects. The filing also records activity in a deferred compensation phantom-stock option that mirrors common shares and reflects dividend reinvestment credits on 06/30/2025, which preserves indirect economic exposure rather than an outright cash exit.
TL;DR: Filing appears compliant and documents holdings in employer-sponsored plans and phantom-stock arrangements.
The Form 4 discloses direct and indirect beneficial ownership consistent with Section 16 reporting: Mr. Chan is identified as an officer (Controller) and director, the sale of 6,549 shares is reported as a disposition, and indirect holdings of 2,944.07 shares are attributed to a 401(k) plan statement dated 08/08/2025. The report includes phantom-stock entries tied to the companys deferred compensation plan and notes restrictions on transfers since October 1, 2014, with distributions generally made in WOR common shares. The signature by an attorney-in-fact on 08/11/2025 completes the procedural filing requirements.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock | 3.73 | $63.21 | $235.77 |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
Footnotes (1)
- The information in this report is based on a 401(k) Plan statement dated as of August 8, 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 June 30, 2025.
