STOCK TITAN

Worthington controller awarded 4.4 phantom units

Controller Kevin J. Chan received additional phantom stock tied to WOR shares and reports updated direct and 401(k) common share holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. (symbol: WOR) is the issuer of record for a Form 4 filing submitted to the SEC. CHAN KEVIN J reported acquisition or exercise transactions in this Form 4 filing.

WORTHINGTON ENTERPRISES, INC. (WOR) reports that Controller Kevin J. Chan received an award of 4.4 units of phantom stock under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan on September 18, 2026, at a reference value of $57.38 per unit, bringing his phantom stock balance to 332.49 units tracking WOR common shares.

He also holds 7,036 WOR common shares directly and 3,132.12 common shares indirectly through a 401(k) plan as of September 18, 2026. Phantom stock in this plan cannot be reallocated to other investment options after October 1, 2014 and is generally distributed in WOR common shares after leaving the company; the reported phantom balance includes additional units from a dividend reinvestment feature credited on June 29, 2026. No Rule 10b5‑1 trading plan is reported.

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Insider CHAN KEVIN J
Role Controller
Type Security Shares Price Value
Grant/Award Phantom Stock Acquired Under the Deferred Compensation Plan F2, F3, F4 4.4 $57.38 $252.47
holding Common Shares -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 332.49 contracts (Direct); Common Shares — 7,036 shares (Direct); Common Shares — 3,132.12 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 September 18, 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 acquired 4.4 units Award under the Deferred Compensation Plan on September 18, 2026
Phantom stock reference price $57.38 per unit Value used for 4.4 phantom stock units on September 18, 2026
Total phantom stock units after award 332.49 units Phantom stock credited to Kevin J. Chan’s account after the September 18, 2026 award
Direct WOR common shares 7,036 shares Direct holdings as of September 18, 2026
Indirect WOR common shares via 401(k) 3,132.12 shares Held indirectly by 401(k) Plan, based on statement dated September 18, 2026
Dividend reinvestment credit date June 29, 2026 Date additional phantom stock units were credited via dividend reinvestment feature
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 Acquired Under 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.
dividend reinvestment feature financial
"credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan"
401(k) Plan financial
"based on a 401(k) Plan statement dated as of September 18, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WOR Controller Kevin J. Chan acquire in this Form 4 filing?

He was credited with 4.4 units of phantom stock under the 2005 Deferred Compensation Plan on September 18, 2026, at a reference value of $57.38 per unit, increasing his phantom stock balance to 332.49 units that track WOR common shares one-for-one.

How many WOR common shares does Kevin J. Chan hold after this transaction?

As of September 18, 2026, he holds 7,036 WOR common shares directly and 3,132.12 shares indirectly through a 401(k) Plan, based on a plan statement dated that day.

What is phantom stock in the context of WOR’s 2005 Deferred Compensation Plan?

Phantom stock represents theoretical WOR common shares credited to the participant’s account that track WOR common shares on a one-for-one basis. These units are unfunded and are ultimately distributed in WOR common shares under the plan terms.

When can WOR phantom stock units be transferred or reallocated under the plan?

The plan states that, effective October 1, 2014 and thereafter, any amount credited to the phantom stock fund may not be transferred to alternative deemed investment options until distribution, which generally begins after leaving Worthington Enterprises, Inc. and its subsidiaries.

How did dividends affect Kevin J. Chan’s phantom stock at WOR?

His reported phantom stock balance includes additional unfunded theoretical shares credited on June 29, 2026 under the plan’s dividend reinvestment feature, which adds phantom units in connection with dividends.

Was the WOR Form 4 transaction by Kevin J. Chan under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5‑1 checkbox is not marked as affirming a plan, and there is no footnote stating that the phantom stock award was made under a Rule 10b5‑1 trading plan.

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

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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)
09/18/2026
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 Shares3,132.12(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)09/18/2026A4.4 (3) (3)Common Shares4.4$57.38332.49(4)D
Explanation of Responses:
1. The information in this report is based on a 401(k) Plan statement dated as of September 18, 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. Chan09/21/2026
** 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)

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