WORTHINGTON ENTERPRISES, INC.·4

Feb 23, 11:00 AM ET

CHAN KEVIN J 4

4 · WORTHINGTON ENTERPRISES, INC. · Filed Feb 23, 2026

Research Summary

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Worthington (WOR) Controller Kevin Chan Receives Award

What Happened Kevin J. Chan, Controller of Worthington Enterprises, received an award/acquisition of 4.29 theoretical (derivative) Worthington common shares on February 20, 2026. The award is reported at a per-share value of $57.16, totaling $245. This was not an open-market purchase or sale but an allocation of "phantom stock" under a deferred compensation/401(k) plan.

Key Details

  • Transaction date and price: 2026-02-20; 4.29 shares at $57.16 each; total value reported $245. (Reported as derivative/award — code A.)
  • Shares owned after transaction: the Form 4 does not disclose total post-transaction holdings for the reporting person.
  • Footnotes:
    • F1: Report based on a 401(k) Plan statement dated Feb 20, 2026.
    • F2: These are theoretical "phantom" WOR shares that track actual WOR shares one-for-one.
    • F3: Phantom shares credited after Oct 1, 2014 cannot be moved to other plan options and are distributed only in WOR common shares (generally upon leaving the company).
    • F4: Amount includes additional unfunded theoretical shares from dividend reinvestment (as of Dec 31, 2025).
  • Filing timeliness: Report filed Feb 23, 2026; based on the Feb 20 transaction date this filing appears timely (not marked late).

Context This transaction reflects an internal deferred-compensation credit (phantom stock), not a cash buy or sale. Phantom-stock awards are common elements of executive/employee compensation and do not immediately grant voting shares or direct market exposure—distribution is typically in actual WOR shares later (per the plan). Such awards are routine and generally indicate compensation accrual rather than a direct insider buy/sell signal.

Insider Transaction Report

Form 4
Period: 2026-02-20
CHAN KEVIN J
Controller
Transactions
  • Award

    Phantom Stock

    [F2][F3][F4]
    2026-02-20$57.16/sh+4.29$245197.86 total
    Common Shares (4.29 underlying)
Holdings
  • Common Shares

    5,806
  • Common Shares

    [F1]
    (indirect: By 401(k))
    2,995.17
Footnotes (4)
  • [F1]The information in this report is based on a 401(k) Plan statement dated as of February 20, 2026.
  • [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.
  • [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.
  • [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.
Signature
/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan|2026-02-23

Documents

1 file
  • 4
    ownership.xmlPrimary

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