STOCK TITAN

Worthington controller granted 4.04 phantom stock units

Controller Kevin J. Chan received additional phantom stock units tied to WOR common shares while maintaining over 10,000 WOR shares across direct and 401(k) 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 a grant of 4.04 units of phantom stock under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan on September 4, 2026 at a reference value of $62.49 per unit. After this grant, Chan holds 328.09 phantom stock units, which track WOR common shares on a one-for-one basis and are distributable only in WOR common shares, generally upon leaving Worthington Enterprises and its subsidiaries. On the same date, Chan’s direct holdings of WOR common shares total 7,036 shares, and his indirect holdings through a 401(k) plan total 3,126.28 shares, based on a 401(k) statement dated September 4, 2026. No transactions are reported under a Rule 10b5-1 trading plan.

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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 4.04 $62.49 $252.46
holding Common Shares -- -- --
holding Common Shares F1 -- -- --
Holdings After Transaction: Phantom Stock Acquired Under the Deferred Compensation Plan — 328.09 contracts (Direct); Common Shares — 7,036 shares (Direct); Common Shares — 3,126.28 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 4, 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 4.04 units Grant under Deferred Compensation Plan on September 4, 2026
Reference value per phantom unit $62.49 per unit Value used for 4.04 phantom stock units on September 4, 2026
Total phantom stock units after grant 328.09 units Phantom stock balance following September 4, 2026 grant
Direct WOR common shares held 7,036 shares Direct holdings after reported transactions on September 4, 2026
Indirect WOR common shares via 401(k) 3,126.28 shares 401(k) Plan statement dated September 4, 2026
Dividend reinvestment credit date June 29, 2026 Additional phantom stock credited via dividend reinvestment feature
Transfer restriction effective date October 1, 2014 Date after which phantom stock amounts cannot be reallocated to other options
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.
dividend reinvestment feature financial
"includes the additional unfunded theoretical common shares ... credited pursuant to the dividend reinvestment feature"
401(k) Plan financial
"based on a 401(k) Plan statement dated as of September 4, 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.
unfunded theoretical common shares financial
"includes the additional unfunded theoretical common shares (i.e., phantom stock) credited"

FAQ

What transaction did WOR Controller Kevin J. Chan report on this Form 4 for WOR?

He reported a grant of 4.04 phantom stock units under the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan on September 4, 2026, credited at a reference value of $62.49 per unit and tracking WOR common shares one-for-one.

How many phantom stock units tied to WOR common shares does Kevin J. Chan now hold?

Following the September 4, 2026 grant, Kevin J. Chan holds 328.09 phantom stock units. These theoretical WOR common shares track WOR common stock on a one-for-one basis and are distributable only in WOR common shares, generally when he leaves Worthington Enterprises and its subsidiaries.

What are Kevin J. Chan’s direct holdings of WOR common shares after this filing?

As of September 4, 2026, Kevin J. Chan directly holds 7,036 WOR common shares. This figure is reported as his total direct ownership position in common shares following the reported transactions on that date.

How many WOR shares does Kevin J. Chan hold indirectly through the 401(k) plan?

Based on a 401(k) Plan statement dated September 4, 2026, Kevin J. Chan holds 3,126.28 WOR common shares indirectly through the 401(k) plan. This is reported as an indirect ownership position labeled "By 401(k) Plan."

Are the phantom stock units under the WOR Deferred Compensation Plan freely transferable between investment options?

No. The Plan provides that, effective October 1, 2014 and thereafter, any amount credited to the phantom stock fund may not be transferred to an alternative deemed investment option until distribution, which is made only in WOR common shares.

Were the transactions in this WOR Form 4 made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is affirmed for the reported transactions, and the footnotes do not describe any pre-arranged trading arrangement.

How were additional phantom stock units credited to Kevin J. Chan’s account before this grant?

The filing states that the reported amount includes additional unfunded theoretical common shares credited on June 29, 2026 under the dividend reinvestment feature of the 2005 Nonqualified (NQ) Plan.

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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)
09/04/2026
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 Shares3,126.28(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)09/04/2026A4.04 (3) (3)Common Shares4.04$62.49328.09(4)D
Explanation of Responses:
1. The information in this report is based on a 401(k) Plan statement dated as of September 4, 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. Chan09/08/2026
** 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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