STOCK TITAN

Worthington (NYSE: WOR) controller adds phantom stock in comp plan update

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CHAN KEVIN J reported acquisition or exercise transactions in this Form 4 filing.

WORTHINGTON ENTERPRISES, INC. Controller Kevin J. Chan reported routine updates to his share-based holdings. The filing shows that on April 17, 2026, he received 4.440 units of phantom stock credited under the company’s deferred compensation plan, tied to WOR common shares on a one-for-one basis.

These phantom stock units were added through a dividend reinvestment feature and now total 231.020 units in the plan. The report also updates his common share holdings, reflecting 5,806 shares held directly and 3,031.920 theoretical common shares held indirectly via a 401(k) plan statement dated April 17, 2026. The activity represents compensation-related accruals and holdings updates rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider CHAN KEVIN J
Role Controller
Type Security Shares Price Value
Grant/Award Phantom Stock 4.44 $55.15 $244.87
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock — 231.02 shares (Direct, null); Common Shares — 5,806 shares (Direct, null); Common Shares — 3,031.92 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 April 17, 2026. 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 March 27, 2026.
Phantom stock granted 4.440 units Grant on April 17, 2026 under deferred compensation plan
Phantom stock balance 231.020 units Total theoretical common shares after grant
Reference price per phantom unit $55.15 per unit Price associated with 4.440 phantom stock units
Direct common shares 5,806 shares Common shares held directly after reported transactions
401(k) theoretical common shares 3,031.920 shares Indirect holdings via 401(k) plan as of April 17, 2026
phantom stock financial
"The theoretical WOR common shares ("phantom stock") credited to the reporting person's account"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Deferred Compensation Plan financial
"credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
dividend reinvestment feature financial
"credited pursuant to the theoretical Worthington Enterprises, Inc. common shares deemed investment option pursuant to the dividend reinvestment feature"
401(k) Plan financial
"based on a 401(k) Plan statement dated as of April 17, 2026"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
SEC Form 4
FORM 4UNITED 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 OHIO 43085

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares5,806D
Common Shares3,031.92(1)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)04/17/2026A4.44 (3) (3)Common Shares4.44$55.15231.02(4)D
Explanation of Responses:
1. The information in this report is based on a 401(k) Plan statement dated as of April 17, 2026.
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 March 27, 2026.
/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan04/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did WOR Controller Kevin Chan report on this Form 4?

Kevin Chan reported a routine award of 4.440 phantom stock units and updated existing holdings. These units are credited under a deferred compensation plan and track Worthington Enterprises common shares one-for-one, rather than reflecting open-market stock purchases or sales.

How many Worthington Enterprises (WOR) common shares does Kevin Chan hold after this filing?

After this filing, Kevin Chan holds 5,806 common shares directly. He also has 3,031.920 theoretical common shares indirectly through a 401(k) plan statement dated April 17, 2026, giving investors context on his total reported equity exposure.

What is the size of the phantom stock grant reported for Worthington Enterprises (WOR)?

The filing reports a grant of 4.440 phantom stock units at a reference price of $55.15 per unit. These units are part of a deferred compensation arrangement and increase Chan’s phantom stock balance to 231.020 units that track WOR common shares.

How do phantom stock units work in Worthington Enterprises’ deferred compensation plan?

Phantom stock units are theoretical common shares credited to an account that track WOR stock one-for-one. Under the plan, amounts in the phantom stock fund generally cannot be transferred to other investments and are distributed in WOR common shares, typically when a participant leaves the company.

Was Kevin Chan’s Form 4 for WOR an open-market stock purchase or sale?

No, the reported activity was not an open-market trade. It reflects a grant of phantom stock units and updated holdings in a 401(k) plan and deferred compensation plan, which are compensation and retirement-related entries, not discretionary market buying or selling.