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

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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
08/08/2025

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								2,944.07(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)	08/08/2025		A		3.73		(3)	(3)	Common Shares	3.73	$63.21	136.89(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of August 8, 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	08/11/2025
	** 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.
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FAQ

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

The Form 4 reports a disposition of 6,549 common shares on 08/08/2025, indirect ownership of 2,944.07 shares via a 401(k) plan, and phantom-stock activity under the deferred compensation plan.

When were the reported transactions executed for WOR (WOR)?

The transactions and plan statement are dated 08/08/2025; the Form is signed by an attorney-in-fact on 08/11/2025.

How does the filing describe the phantom-stock holdings?

The filing states the phantom stock is theoretical WOR common shares that track common shares one-for-one under the 2005 Deferred Compensation Plan and that distributions are made in WOR common shares.

Does the Form disclose the price for the common-share disposition?

No. The Table I entry for the 6,549-share disposition does not list a price in the filing.

Who signed the Form 4 for Kevin J. Chan?

The Form is signed by /s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan with a signature date of 08/11/2025.