STOCK TITAN

Worthington Enterprises (NYSE: WOR) controller adds phantom stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Worthington Enterprises controller Kevin J. Chan recorded additional phantom stock credited under a deferred compensation plan. He acquired 4.51 phantom stock units tied to WOR common shares at $54.38 per unit through a dividend reinvestment feature, bringing his phantom stock balance to 235.53 units. He also holds 5,806 Worthington Enterprises common shares directly and 3,038.11 theoretical common shares through a 401(k) plan as of May 1, 2026.

Positive

  • None.

Negative

  • None.
Insider CHAN KEVIN J
Role Controller
Type Security Shares Price Value
Grant/Award Phantom Stock 4.51 $54.38 $245.25
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock — 235.53 shares (Direct, null); Common Shares — 5,806 shares (Direct, null); Common Shares — 3,038.11 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 1, 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.
Phantom stock units acquired 4.51 units Credited via dividend reinvestment on May 1, 2026
Phantom stock unit reference price $54.38 per unit Price used for 4.51 phantom stock units
Total phantom stock balance 235.53 units Phantom stock units after the May 1, 2026 credit
Direct common shares 5,806 shares Direct Worthington Enterprises common share holdings as of May 1, 2026
401(k) plan theoretical shares 3,038.11 shares Indirect WOR common shares via 401(k) Plan as of May 1, 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
"credited to the reporting person's account in the Worthington Industries, Inc. Amended and Restated 2005 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 May 1, 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
"credited pursuant to the theoretical Worthington Enterprises, Inc. common shares deemed investment option pursuant to the dividend reinvestment feature"
theoretical common shares financial
"The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited"
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)
05/01/2026
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 Shares5,806D
Common Shares3,038.11(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(2)05/01/2026A4.51 (3) (3)Common Shares4.51$54.38235.53(4)D
Explanation of Responses:
1. The information in this report is based on a 401(k) Plan statement dated as of May 1, 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. Chan05/04/2026
** 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)

FAQ

What insider transaction did WOR controller Kevin Chan report on this Form 4?

Kevin Chan reported receiving 4.51 phantom stock units tied to Worthington Enterprises (WOR) common shares. These units were credited under a deferred compensation plan via a dividend reinvestment feature, increasing his phantom stock balance to 235.53 units as of May 1, 2026.

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

Kevin Chan now holds 235.53 phantom stock units linked one-for-one to Worthington Enterprises (WOR) common shares. This balance includes an additional 4.51 units credited on May 1, 2026 under the company’s deferred compensation plan through a dividend reinvestment feature.

Does the Form 4 show open-market buying or selling of WOR shares by Kevin Chan?

The Form 4 does not show any open-market buying or selling of Worthington Enterprises (WOR) shares by Kevin Chan. It records a grant-like acquisition of 4.51 phantom stock units and updates to his direct and 401(k) plan-related common share holdings.

What direct Worthington Enterprises (WOR) share holdings does Kevin Chan report?

Kevin Chan reports holding 5,806 Worthington Enterprises (WOR) common shares directly as of May 1, 2026. This figure is separate from his indirect 401(k) plan holdings and his phantom stock units credited under the company’s deferred compensation plan.

What indirect WOR holdings does Kevin Chan have through a 401(k) Plan?

Through a 401(k) Plan, Kevin Chan has 3,038.11 theoretical Worthington Enterprises (WOR) common shares. This amount is based on a 401(k) plan statement dated May 1, 2026 and represents indirect ownership reported separately from his direct share and phantom stock balances.

How do Kevin Chan’s phantom stock units relate to WOR common shares?

Kevin Chan’s phantom stock units track Worthington Enterprises (WOR) common shares on a one-for-one basis. They are theoretical units in a deferred compensation plan, payable in WOR common shares upon distribution, typically when he leaves Worthington Enterprises and its subsidiaries.