Worthington (NYSE: WOR) controller awarded additional phantom stock units

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 a routine compensation-related change in his holdings. On the Form 4 date, he received an award of 4.59 units of phantom stock, which track Worthington common shares on a one-for-one basis under a deferred compensation plan.

After this credit, his phantom stock balance stands at 240.13 units. The filing also shows 3,044.13 common shares held indirectly through a 401(k) plan and 5,806 common shares held directly. The phantom stock can no longer be reallocated to other plan options and is generally distributed in common shares after leaving the company.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CHAN KEVIN J

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	4.59	$53.38	$245.01
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Phantom Stock — 240.13 shares (Direct, null); Common Shares — 5,806 shares (Direct, null); Common Shares — 3,044.13 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 May 15, 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.

Key Figures

Phantom stock units awarded: 4.59 units Phantom stock balance: 240.13 units Award reference price: $53.38 per unit +2 more

5 metrics

Phantom stock units awarded 4.59 units Grant/award acquisition of phantom stock on May 15, 2026

Phantom stock balance 240.13 units Total phantom stock units following transaction

Award reference price $53.38 per unit Transaction price per phantom stock unit

401(k) plan holdings 3,044.13 common shares Common shares held indirectly via 401(k) plan

Direct common share holdings 5,806 shares Common shares held directly after reported transactions

Key Terms

phantom stock, 401(k) Plan, Deferred Compensation Plan, dividend reinvestment feature

4 terms

phantom stock financial

"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"

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.

401(k) Plan financial

"The information in this report is based on a 401(k) Plan statement dated as of May 15, 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.

Deferred Compensation Plan financial

"credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "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

"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited ... pursuant to the dividend reinvestment feature of the 2005 NQ Plan on March 27, 2026."

Form 4 Insider Transactions: What Each Field Means →

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

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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								3,044.13(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)	05/15/2026		A		4.59		(3)	(3)	Common Shares	4.59	$53.38	240.13(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of May 15, 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. Chan	05/19/2026
	** 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 insider activity did Worthington Enterprises (WOR) report for Kevin J. Chan?

Worthington Enterprises reported that Controller Kevin J. Chan received an award of 4.59 phantom stock units. These units are credited under a deferred compensation plan and track Worthington common shares on a one-for-one basis, reflecting routine compensation rather than an open-market trade.

How many Worthington (WOR) phantom stock units does Kevin J. Chan now hold?

After the latest award, Kevin J. Chan holds 240.13 phantom stock units. These theoretical shares are credited under Worthington’s deferred compensation plan and are designed to mirror the value of WOR common shares, with distributions generally made in common shares upon leaving the company.

Does Kevin J. Chan’s Form 4 show open-market buying or selling of Worthington (WOR) shares?

The Form 4 does not show any open-market buys or sells of Worthington common shares. It reports a grant of 4.59 phantom stock units and updated holdings, indicating compensation and plan accounting entries rather than discretionary trading in the market.

What are phantom stock units in the Worthington (WOR) deferred compensation plan?

Worthington’s phantom stock units are theoretical common shares credited in a deferred compensation plan. They track WOR common shares one-for-one. Balances cannot be shifted to other plan options after October 1, 2014 and are generally paid out in WOR common shares upon separation from the company.

How many Worthington (WOR) common shares does Kevin J. Chan hold directly and via his 401(k)?

According to the Form 4, Kevin J. Chan holds 5,806 common shares directly. He also has 3,044.13 common shares held indirectly through a 401(k) plan, based on a plan statement dated May 15, 2026, in addition to his phantom stock balance.

How are distributions of Worthington (WOR) phantom stock units made to participants?

Under Worthington’s deferred compensation plan, amounts in the phantom stock fund are generally distributed only in WOR common shares. Distributions typically commence when a participant leaves Worthington Enterprises, Inc. or its subsidiaries, aligning payout with the participant’s separation from employment.