Worthington Enterprises (WOR) controller receives new phantom stock grant

Rhea-AI Filing Summary

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

Worthington Enterprises, Inc. Controller Kevin J. Chan received 5.15 units of phantom stock credited under a deferred compensation plan. The phantom stock tracks Worthington common shares on a one-for-one basis and was valued at $47.64 per unit on the grant date.

After this award, Chan holds 207.82 phantom stock units and 5,806 common shares directly. He also has 3,008.62 common shares indirectly through a 401(k) plan, based on a statement dated March 20, 2026. Phantom stock balances generally are not transferable to other investment options and are distributed only in Worthington common shares, typically upon leaving the company and its subsidiaries.

Insights

Equity compensation analyst

Routine phantom stock award increases deferred equity compensation, with no open-market trading.

Controller Kevin J. Chan received 5.15 units of phantom stock, a form of deferred equity compensation that tracks Worthington Enterprises common shares one-for-one. The award is recorded at $47.64 per unit, adding to a total of 207.82 phantom units.

Phantom stock under the Worthington deferred compensation plan cannot be shifted into other investment options after October 1, 2014. Distributions occur only in WOR common shares, generally when the employee leaves Worthington and its subsidiaries, so this award increases long-term equity exposure rather than reflecting an immediate buy or sell decision.

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

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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								5,806	D
Common Shares								3,008.62(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)	03/20/2026		A		5.15		(3)	(3)	Common Shares	5.15	$47.64	207.82(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of March 20, 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 December 31, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	03/23/2026
	** 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.
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 did Worthington Enterprises (WOR) Controller Kevin Chan receive in this Form 4?

Kevin Chan received 5.15 units of phantom stock, a deferred equity award that tracks Worthington Enterprises common shares one-for-one. This increased his phantom stock holdings to 207.82 units without any open-market share purchases or sales.

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

After the report, Kevin Chan holds 5,806 Worthington Enterprises common shares directly, plus 3,008.62 common shares indirectly through a 401(k) plan. He also holds 207.82 phantom stock units that mirror the value of WOR common shares.

What is phantom stock in the Worthington Enterprises (WOR) deferred compensation plan?

Phantom stock is a theoretical share balance that tracks Worthington Enterprises common shares one-for-one in the deferred compensation plan. It is unfunded, cannot be freely transferred to other options, and is ultimately settled only in WOR common shares upon distribution events.

Was there any open-market buying or selling of Worthington Enterprises (WOR) stock in this Form 4?

No, the Form 4 shows no open-market purchases or sales of Worthington Enterprises common shares. The only transaction is a grant of 5.15 phantom stock units as deferred compensation, which increases Chan’s equity-linked exposure without a market trade.

How and when are Worthington Enterprises (WOR) phantom stock units distributed to participants?

Phantom stock units under the Worthington deferred compensation plan are distributed only in WOR common shares. Distributions generally commence when the participant leaves Worthington Enterprises, Inc. and its subsidiaries, turning the theoretical units into actual common shares at that time.

What does the 401(k) footnote indicate about Kevin Chan’s Worthington (WOR) holdings?

The footnote states that his 401(k) holdings are based on a plan statement dated March 20, 2026. It confirms 3,008.62 common shares are held indirectly through a 401(k) plan, separate from his directly held common shares and phantom stock units.