STOCK TITAN

Worthington Enterprises (WOR) controller adds phantom stock and reports share holdings

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

Worthington Enterprises, Inc. reported that Controller Kevin J. Chan received a grant of 4.2000 phantom stock units under the Amended and Restated 2005 Deferred Compensation Plan on August 7, 2026 at a reference price of $58.4200 per unit, bringing his phantom stock balance to 319.7400 theoretical common shares. These phantom shares track WOR common shares one-for-one, are generally non-transferable to other plan options after October 1, 2014, and are distributed only in WOR common shares, typically upon departure from the company. Chan also reported 7,036.0000 WOR common shares held directly and 3,114.9700 shares held indirectly through a 401(k) plan as of August 7, 2026.

Positive

  • None.

Negative

  • None.
Insider CHAN KEVIN J
Role Controller
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan F2, F3, F4 4.2 $58.42 $245.36
holding Common Shares -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 319.74 shares (Direct); Common Shares — 7,036 shares (Direct); Common Shares — 3,114.97 shares (Indirect, By 401(k) Plan)
Footnotes (4)
  1. F1. The information in this report is based on a 401(k) Plan statement dated as of August 7, 2026.
  2. F2. 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. F3. 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. F4. The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan on June 29, 2026.
Phantom stock units granted 4.2000 units Grant under Amended and Restated 2005 Deferred Compensation Plan on August 7, 2026
Phantom stock reference price $58.4200 per unit Grant price for phantom stock units credited on August 7, 2026
Total phantom stock after grant 319.7400 units Theoretical WOR common shares credited to Chan’s deferred compensation account
Direct common shares held 7,036.0000 shares Direct WOR common share holdings reported as of August 7, 2026
401(k) common shares held indirectly 3,114.9700 shares Indirect WOR common shares held via 401(k) Plan as of August 7, 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
"phantom stock credited to the reporting person's account in the ... 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.
401(k) Plan financial
"information in this report is based on a 401(k) Plan statement dated as of August 7, 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.
dividend reinvestment feature financial
"includes the additional unfunded theoretical common shares credited pursuant to the dividend reinvestment feature"
nonqualified plan financial
"credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan"

FAQ

What did Worthington Enterprises (WOR) insider Kevin J. Chan receive on August 7, 2026?

Kevin J. Chan received a grant of 4.2000 phantom stock units under Worthington Enterprises’ deferred compensation plan on August 7, 2026, at a reference price of $58.4200 per unit, increasing his phantom stock balance to 319.7400 units.

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

After the reported grant, Kevin J. Chan holds 319.7400 theoretical WOR common shares as phantom stock. These units track WOR common shares one-for-one within the company’s deferred compensation plan and are settled only in WOR common shares at distribution.

How many Worthington Enterprises (WOR) common shares does Kevin J. Chan own directly and through his 401(k)?

Kevin J. Chan reported 7,036.0000 WOR common shares held directly and 3,114.9700 shares held indirectly through a 401(k) Plan as of August 7, 2026, based on a 401(k) statement dated that same day.

How does the Worthington Enterprises (WOR) deferred compensation phantom stock work for Kevin J. Chan?

Chan’s phantom stock units track WOR common shares one-for-one in the deferred compensation plan. Since October 1, 2014, amounts in the phantom stock fund cannot be transferred to other deemed investment options and are distributed only in WOR common shares, generally upon leaving the company.

What is the role of dividend reinvestment in Kevin J. Chan’s Worthington Enterprises (WOR) phantom stock?

The reported phantom stock amount includes additional unfunded theoretical common shares credited through a dividend reinvestment feature of the 2005 nonqualified plan, including credits made on June 29, 2026, which increase his phantom stock balance over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
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)
08/07/2026
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 Shares7,036D
Common Shares3,114.97(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 Acquired Under the Deferred Compensation Plan(2)08/07/2026A4.2 (3) (3)Common Shares4.2$58.42319.74(4)D
Explanation of Responses:
1. The information in this report is based on a 401(k) Plan statement dated as of August 7, 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 dividend reinvestment feature of the 2005 NQ Plan on June 29, 2026.
/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan08/10/2026
** 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)