Worthington controller granted phantom stock units

Worthington Enterprises, Inc. Controller Kevin J. Chan acquired 4.81 units of phantom stock on March 6, 2026, at a reference price of $51.03 per unit, bringing his phantom stock balance to 202.67 units.

Rhea-AI Filing Summary

Worthington Enterprises, Inc. Controller Kevin J. Chan acquired 4.81 units of phantom stock on March 6, 2026, at a reference price of $51.03 per unit, bringing his phantom stock balance to 202.67 units. Phantom stock in the company’s deferred compensation plan tracks Worthington common shares one-for-one and is generally distributed in common shares after employment ends. As of a March 6, 2026 401(k) statement, he also held 5,806 common shares directly and 3,001.78 common shares indirectly through a 401(k) plan.

Insider Trade Summary

Grant/Award: 4.81 shares

Grant/Award 3 txns

Insider CHAN KEVIN J

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	4.81	$51.03	$245.45
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Phantom Stock — 202.67 contracts (Direct); Common Shares — 5,806 shares (Direct); Common Shares — 3,001.78 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 March 6, 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 theoretical Worthington Enterprises, Inc. common shares deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on December 31, 2025.

FAQ

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

Worthington reported that Controller Kevin J. Chan received a grant of 4.81 phantom stock units on March 6, 2026. These units are part of a deferred compensation plan and track Worthington common shares one-for-one, settling in stock after he leaves the company.

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

After the March 6, 2026 grant, Kevin J. Chan holds 202.67 phantom stock units tied to Worthington common shares. These units are credited under a deferred compensation plan and are generally distributed in Worthington common shares upon his separation from the company and its subsidiaries.

What does phantom stock mean in the Worthington (WOR) deferred compensation plan?

In Worthington’s deferred compensation plan, phantom stock represents theoretical Worthington common shares credited to an executive’s account. Each unit tracks one common share in value and dividends, and plan distributions are made only in Worthington common shares, typically when the participant leaves the company.

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

As of March 6, 2026, Kevin J. Chan directly holds 5,806 Worthington common shares. This direct ownership is separate from his phantom stock units in the deferred compensation plan and from additional shares held indirectly through the company’s 401(k) plan.

What indirect Worthington (WOR) holdings does Kevin J. Chan have in the 401(k) plan?

Based on a 401(k) statement dated March 6, 2026, Kevin J. Chan has 3,001.78 Worthington common shares indirectly through the company’s 401(k) plan. These plan holdings are reported as indirect ownership, distinct from his directly held shares and phantom stock units.

How are dividends handled for Worthington (WOR) phantom stock units?

Phantom stock units in Worthington’s deferred compensation plan receive additional theoretical common shares through a dividend reinvestment feature. For example, the reported phantom stock amount includes extra units credited on December 31, 2025, reflecting reinvested dividends under the plan’s deemed investment option.

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Accepted by SEC EDGAR 03/09/2026 - 10:05 AM Learn about SEC filing dates

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 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)
03/06/2026

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								3,001.78(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)	03/06/2026		A		4.81		(3)	(3)	Common Shares	4.81	$51.03	202.67(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of March 6, 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	03/09/2026
	** 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.
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