CHAN KEVIN J 4

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.