[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Worthington Enterprises, Inc. (WOR) officer and Controller Kevin J. Chan reported updated holdings of company equity as of a transaction dated 11/14/2025. Following the reported activity, he holds 6,310 common shares directly and 2,960.7 common shares indirectly through a 401(k) Plan, based on a plan statement dated as of November 6, 2025.

In addition, Chan acquired 4.5 units of phantom stock under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan at a reference price of $54.52 per common share equivalent, bringing his total phantom stock position to 166.3 theoretical common shares. These phantom stock units track WOR common shares on a one-for-one basis and are generally distributable only in WOR common shares upon leaving Worthington Enterprises, Inc. and its subsidiaries.

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)
11/14/2025

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								6,310	D
Common Shares								2,960.7(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)	11/14/2025		A		4.5		(3)	(3)	Common Shares	4.5	$54.52	166.3(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of November 6, 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 September 29, 2025.

	/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan	11/17/2025
	** 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 insider transaction did WOR officer Kevin J. Chan report on this Form 4?

Kevin J. Chan, an officer and Controller of Worthington Enterprises, Inc. (WOR), reported a transaction dated 11/14/2025 involving the acquisition of 4.5 units of phantom stock under a deferred compensation plan, as well as updated totals of his directly and indirectly held WOR common shares.

How many Worthington Enterprises (WOR) common shares does Kevin J. Chan own after the reported transaction?

After the reported transaction, Kevin J. Chan beneficially owns 6,310 WOR common shares directly and 2,960.7 WOR common shares indirectly through a 401(k) Plan, based on a plan statement dated as of November 6, 2025.

What is the phantom stock position reported by the WOR officer on this Form 4?

Chan acquired 4.5 units of phantom stock, bringing his total to 166.3 theoretical WOR common shares. These phantom stock units under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan track WOR common shares on a one-for-one basis and are distributable only in WOR common shares, generally upon leaving Worthington Enterprises, Inc. and its subsidiaries.

What price is associated with the newly acquired phantom stock units for WOR?

The newly acquired 4.5 phantom stock units are tied to a reference price of $54.52 per WOR common share equivalent, as disclosed for the derivative security in Table II.

How are the 401(k) Plan holdings for the WOR officer determined in this Form 4?

The 2,960.7 WOR common shares reported as indirectly owned by Kevin J. Chan through a 401(k) Plan are based on a 401(k) Plan statement dated as of November 6, 2025, as explained in the footnotes.

How do WOR phantom stock units work under the deferred compensation plan?

Under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, the theoretical WOR common shares (referred to as phantom stock) track WOR common shares on a one-for-one basis. Amounts credited to the phantom stock fund generally cannot be transferred to other investment options after October 1, 2014 and are distributed only in WOR common shares, typically when a participant leaves Worthington Enterprises, Inc. and its subsidiaries.

What additional phantom stock was credited to the WOR officer’s account through dividend reinvestment?

The amount of 166.3 theoretical common shares of phantom stock reported includes additional unfunded theoretical WOR common shares credited under the dividend reinvestment feature of the 2005 NQ Plan on September 29, 2025.