Worthington (NYSE: WOR) controller adds phantom stock and details 401(k) holdings

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. Controller Kevin J. Chan reported an acquisition of phantom stock tied to WOR common shares. He received 4.2900 phantom stock units at $57.1600 per unit, bringing his total phantom stock balance to 197.8600 units that track WOR shares one-for-one under a deferred compensation plan.

The filing also shows direct ownership of 5,806.0000 WOR common shares and an additional 2,995.1700 shares held indirectly through a 401(k) plan, based on a statement dated as of February 20, 2026. Phantom stock in the plan cannot be reallocated to other investments after October 1, 2014 and is generally distributed in WOR common shares upon leaving the company, with the reported phantom amount including units credited from dividend reinvestment on December 31, 2025.

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)
02/20/2026

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								2,995.17(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)	02/20/2026		A		4.29		(3)	(3)	Common Shares	4.29	$57.16	197.86(4)	D

Explanation of Responses:

1. The information in this report is based on a 401(k) Plan statement dated as of February 20, 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	02/23/2026
	** 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 transaction did Kevin J. Chan report at Worthington Enterprises (WOR)?

Kevin J. Chan reported receiving a grant of 4.2900 phantom stock units tied to WOR common shares. These units were valued at $57.1600 each and increased his total phantom stock balance to 197.8600 units under the company’s deferred compensation plan.

How does the phantom stock for WOR work in Kevin Chan’s deferred compensation plan?

The phantom stock represents theoretical WOR common shares that track the stock one-for-one in a deferred compensation plan. Since October 1, 2014, amounts in the phantom stock fund generally cannot be moved to other investment options and are distributed in WOR shares when the participant leaves the company.

What common share holdings does Kevin J. Chan report in Worthington Enterprises (WOR)?

Kevin J. Chan reports direct ownership of 5,806.0000 WOR common shares and 2,995.1700 shares held indirectly through a 401(k) plan. The 401(k) balance information is based on a plan statement dated as of February 20, 2026, reflecting his retirement plan holdings.

What is the significance of the December 31, 2025 date in the WOR phantom stock disclosure?

The amount of phantom stock reported includes additional unfunded theoretical common shares credited on December 31, 2025. These units were added under a dividend reinvestment feature of the 2005 nonqualified plan, increasing the total phantom stock balance tracked in the deferred compensation arrangement.

When are phantom stock units for Worthington Enterprises (WOR) typically distributed to participants?

Phantom stock units in the deferred compensation plan are generally distributed only in WOR common shares. Distributions typically commence when a participant leaves Worthington Enterprises, Inc. and its subsidiaries, rather than while the participant remains employed, according to the plan’s provisions.

Does Kevin J. Chan’s phantom stock in WOR allow transfers to other investment options?

Under the plan, amounts in the phantom stock option could be transferred to other deemed investments before October 1, 2014. Effective that date and thereafter, balances credited to the phantom stock fund may not be transferred to alternative investment options until distribution from the plan.