Form 4: Worthington Enterprises Controller Kevin Chan Receives Restricted Stock and Phantom Stock Awards

Worthington Enterprises, Inc. Controller Kevin J. Chan reported the acquisition of 960 restricted common shares and 3.69 phantom stock units as part of long-term incentive and deferred compensation plans.

Summary

• Kevin J. Chan, Controller of Worthington Enterprises, Inc. (WOR), reported changes in his beneficial ownership.
• On June 26, 2025, Chan was granted 960 restricted common shares at a price of $0.00 per share, pursuant to the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan. These shares will vest on the third anniversary of the grant date.
• Following this transaction, Chan directly beneficially owns 6,549 common shares.
• Additionally, Chan indirectly owns 2,848.45 common shares through a 401(k) Plan, based on a statement dated June 27, 2025.
• On June 27, 2025, Chan acquired 3.69 phantom stock units at a price of $63.81 per unit, credited to his account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan.
• The phantom stock units track WOR common shares on a one-for-one basis.
• The reported phantom stock amount of 125.63 units includes additional theoretical common shares credited via the dividend reinvestment feature of the 2005 NQ Plan on June 27, 2025.
• Phantom stock credited after October 1, 2014, cannot be transferred to alternative investment options until distribution, which typically occurs upon leaving the company and is made in WOR common shares.

Sentiment

Score: 7

Explanation: The filing indicates a routine equity award to a key executive, aligning their interests with long-term company performance. This is generally a positive signal for corporate governance and executive retention, without any negative implications like insider selling.

Positives

• Grant of 960 restricted common shares to a key executive (Controller) aligns management incentives with long-term shareholder value.
• The restricted stock award is part of the 2024 Long-Term Incentive Plan, indicating a structured approach to executive compensation.
• Acquisition of phantom stock units, including through dividend reinvestment, demonstrates continued participation in the company's performance.

Future Outlook

The restricted stock award, vesting on the third anniversary of the grant date, indicates a long-term retention and incentive strategy for key executives. The structure of the deferred compensation plan, particularly the inability to transfer phantom stock balances until distribution, reinforces a long-term commitment to the company's equity.

Industry Context

This Form 4 filing reflects standard executive compensation practices within publicly traded companies, where equity awards like restricted stock and phantom stock are used to align executive interests with shareholder value and provide long-term incentives. The use of a 401(k) plan and deferred compensation plans are common mechanisms for employee and executive savings and investment.

Comparison to Industry Standards

• The use of restricted stock awards with a three-year vesting period is a common practice in executive compensation across various industries, including manufacturing and industrials, to promote long-term retention and performance alignment.
• Phantom stock plans are also a standard component of deferred compensation, allowing executives to participate in equity appreciation without direct share ownership until distribution. Specific comparable companies or projects are not detailed in this filing, as it focuses on an individual's ownership changes rather than company-wide performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of restricted stock and phantom stock to a key executive aligns management's interests with shareholder value creation, potentially leading to improved long-term performance.
• Employees: The existence of long-term incentive plans and deferred compensation plans can signal a commitment to employee retention and performance-based rewards, potentially boosting morale and productivity.

Next Steps

• The restricted stock awarded on June 26, 2025, will vest on its third anniversary.
• Distributions from the 2005 Deferred Compensation Plan for phantom stock generally commence upon the reporting person leaving Worthington Enterprises, Inc. and its subsidiaries.

Key Dates

Recommendation

Keywords

Worthington Enterprises, WOR, SEC Form 4, Insider Trading, Restricted Stock, Phantom Stock, Long-Term Incentive Plan, Deferred Compensation, Executive Compensation, Kevin J. Chan, Controller, Equity Award