Worthington Enterprises (NYSE: WOR) Controller updates phantom stock and share holdings

Rhea-AI Filing Summary

Worthington Enterprises officer Kevin J. Chan, the company’s Controller, reported routine updates to his equity holdings. On January 9, 2026, he was credited with 4.56 units of phantom stock tied to Worthington Enterprises common shares at a reference price of $53.81 under a deferred compensation plan, bringing his phantom stock balance to 184.8 units. Phantom stock in this plan tracks WOR common shares on a one-for-one basis and is generally paid out in actual shares after he leaves the company. As of the same date, he also beneficially owned 5,806 common shares directly and 2,977.46 common shares indirectly through a 401(k) plan.

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 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)
01/09/2026

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								5,806	D
Common Shares								2,977.46(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)	01/09/2026		A		4.56		(3)	(3)	Common Shares	4.56	$53.81	184.8(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of January 9, 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	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Worthington Enterprises (WOR) report for Kevin J. Chan?

Worthington Enterprises Controller Kevin J. Chan reported being credited with 4.56 units of phantom stock on January 9, 2026, along with updated totals for his direct and 401(k) holdings of the company’s common shares.

How many Worthington Enterprises (WOR) common shares does Kevin J. Chan hold?

As of January 9, 2026, Kevin J. Chan beneficially owned 5,806 Worthington Enterprises common shares directly and 2,977.46 common shares indirectly through a 401(k) plan.

What is the phantom stock reported by Kevin J. Chan at Worthington Enterprises (WOR)?

The filing shows that 4.56 units of phantom stock were credited to Kevin J. Chan’s account at a reference price of $53.81, bringing his total phantom stock balance to 184.8 units. According to the plan, these theoretical shares track WOR common shares one-for-one and are paid out in WOR common shares upon distribution.

When can the phantom stock for Kevin J. Chan at Worthington Enterprises (WOR) be transferred or distributed?

The plan provides that, effective October 1, 2014 and thereafter, amounts credited to the phantom stock fund cannot be transferred to other investment options until distribution. Distributions are made only in WOR common shares and generally begin when the participant leaves Worthington Enterprises, Inc. and its subsidiaries.

How is the amount of phantom stock for Kevin J. Chan at Worthington Enterprises (WOR) determined?

The phantom stock units are theoretical WOR common shares credited under a deferred compensation plan. The filing notes that these units track WOR common shares on a one-for-one basis and that the reported amount includes additional units credited through a dividend reinvestment feature on December 31, 2025.

Does this Worthington Enterprises (WOR) insider filing involve a sale of common shares by Kevin J. Chan?

The disclosure shows an acquisition of 4.56 units of phantom stock and reports updated totals of common shares held directly and via a 401(k) plan. The excerpt does not list a sale transaction in common shares for the reported date.