CHAN KEVIN J 4
4 · WORTHINGTON ENTERPRISES, INC. · Filed Jul 8, 2026
Research Summary
AI-generated summary of this filing
Worthington (WOR) Controller Kevin J. Chan Receives Award, Withholds Shares
What Happened Kevin J. Chan, Controller of Worthington Enterprises, received a long‑term performance share payout and related derivative share credit on July 7, 2026. The filing shows: 362 common shares granted (reported at $0 acquisition value), 162 shares withheld/disposed to cover tax withholding at $53.09 per share (proceeds of $8,601), and 45.93 derivative shares acquired at $53.09 per share (reported value $2,438).
Key Details
- Transaction date: July 7, 2026.
- Grants/acquisitions: 362 shares (award, $0 reported) and 45.93 derivative shares @ $53.09 ($2,438).
- Disposal: 162 shares withheld to satisfy tax obligations @ $53.09 = $8,601.
- Shares owned after the transaction: not disclosed in the filing.
- Notable footnotes: the 362-share award is a payout from a long‑term performance award approved June 22, 2026 for the 3‑year period ending May 31, 2026 (F1); 162 withheld shares reflect tax withholding on vesting (F2); derivative/phantom share treatment and dividend reinvestment are described in footnotes F4–F6.
- Filing timeliness: no late filing flag noted in the report.
Context
- The 362 shares are a performance award (A code) — an acquisition/award rather than an open‑market purchase. The 162‑share disposal (F code) represents shares withheld to cover taxes (a routine administrative withholding, not an active sale for investment reasons).
- The 45.93 shares reported as a derivative acquisition reflect phantom/derivative share credits under the company’s deferred compensation/phantom stock arrangements (see F4–F6), including dividend reinvestment adjustments.
Insider Transaction Report
Form 4
CHAN KEVIN J
Controller
Transactions
- Award
Common Shares
[F1]2026-07-07+362→ 7,198 total - Tax Payment
Common Shares
[F2]2026-07-07$53.09/sh−162$8,601→ 7,036 total - Award
Phantom Stock Acquired Under the Deferred Compensation Plan
[F4][F5][F6]2026-07-07$53.09/sh+45.93$2,438→ 306.65 total→ Common Shares (45.93 underlying)
Holdings
- 3,097.19(indirect: By 401(k))
Common Shares
[F3]
Footnotes (6)
- [F1]A long-term performance share award was granted on June 30, 2023 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31, 2026. On June 22, 2026, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2026.
- [F2]Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
- [F3]The information in this report is based on a 401(k) Plan statement dated as of July 7, 2026.
- [F4]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.
- [F5]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.
- [F6]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.
Signature
/s/Patrick J. Kennedy, as attorney-in-fact for Kevin J. Chan|2026-07-08