[Form 4] WORTHINGTON ENTERPRISES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Kerrii B. Anderson, a director of Worthington Enterprises, Inc. (WOR), reported a sale and updates to deferred compensation phantom stock on a Form 4 covering activity dated 09/23/2025. The filing shows a disposal of 71,334 common shares. Following the reported transactions, the reporting person continues to have indirect holdings of 1,421 common shares in each of two separate trusts (Cameron Taff Anderson Separate Trust and Alexa M. Anderson Separate Trust) and 436 common shares held indirectly by a spouse. In Table II the report credits 286.26 theoretical phantom shares to the director’s account under the 2005 Director Deferred Compensation Plan, bringing the total phantom-stock balance to 12,450.26 theoretical common shares. The explanation clarifies the phantom shares track WOR common shares one-for-one and are distributed in shares upon leaving the board.

Positive

• Transparent disclosure of a director’s sale and indirect holdings, fulfilling Section 16 reporting obligations
• Clear explanation of the deferred compensation phantom stock rules and current theoretical share balance

Negative

• Material disposition of 71,334 common shares by a director, reducing direct shareholdings

Insights

Financial Analyst

TL;DR: Significant insider sale reported but substantial deferred-compensation share equivalents remain.

The sale of 71,334 common shares is a notable disposition by a company director and may reduce the director’s direct economic exposure to WOR common stock. However, the director retains indirect holdings via two separate trusts and spouse-held shares, and a large balance of phantom stock equivalent to 12,450.26 common shares under the director deferred compensation plan. The phantom shares are theoretical but convert to actual shares on distribution, preserving ownership exposure tied to board service. This filing is primarily a disclosure of change in beneficial ownership rather than an operational or financial development for the company.

Corporate Governance Expert

TL;DR: Filing shows routine insider disposition and standard deferred-compensation accounting for directors.

The Form 4 clearly discloses an open-market or other disposition of 71,334 shares and updates the phantom-stock balance under the 2005 Director Deferred Compensation Plan. The explanation notes the plan’s restrictions on transfers after October 1, 2014 and that distributions are made in shares after leaving the board, which is consistent with market-standard director deferred compensation structures. From a governance perspective, the report demonstrates compliance with Section 16 reporting requirements and transparency about indirect holdings via family trusts and spouse.

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).

1. Name and Address of Reporting Person^*

ANDERSON KERRII B

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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								71,334	D
Common Shares								1,421	I	By Cameron Taff Anderson Separate Trust
Common Shares								1,421	I	By Alexa M. Anderson Separate Trust
Common Shares								436	I	By spouse

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	(1)	09/23/2025		A		286.26		(2)	(2)	Common Shares	286.26	$60.26	12,450.26(3)	D

Explanation of Responses:

1. 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 for Directors, as amended (the "Plan") track WOR common shares on a one-for-one basis.

2. 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 the Board of Directors of Worthington Enterprises, Inc.

3. The amount shown reflects additional theoretical common shares (i.e., phantom stock) which were credited pursuant to the dividend reinvestment feature of the 2005 Director Deferred Compensation Plan since the date on which the amount of theoretical common shares credited pursuant to the dividend reinvestment feature under the 2005 Director Deferred Compensation Plan was last updated in the reporting person's Form 4 filed on September 30, 2024.

	/s/ Patrick J. Kennedy, as attorney-in-fact for Kerrii B. Anderson	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Kerrii B. Anderson report on the Form 4 for WOR?

The Form 4 reports a disposition of 71,334 common shares and credits 286.26 phantom shares to the director’s deferred compensation account, with a total phantom balance of 12,450.26 theoretical shares.

How many common shares does the reporting person still beneficially own after the transaction?

The filing shows indirect beneficial ownership of 1,421 shares in each of two separate trusts and 436 shares held indirectly by a spouse; no direct common-share balance is listed after the disposal.

What are the phantom shares disclosed in the Form 4?

The phantom shares are theoretical WOR common shares credited under the 2005 Director Deferred Compensation Plan that track shares one-for-one and are distributed in WOR common shares upon leaving the board.

Does the Form 4 indicate any change to the director deferred compensation plan rules?

No change to plan rules is reported; the filing reiterates that amounts credited to the phantom stock fund after October 1, 2014 cannot be transferred to other deemed investment options and are distributed in shares upon departure from the board.

When were the transactions reported on the Form 4 executed?

The reported transactions have a transaction date of 09/23/2025 and the Form 4 is signed on 09/24/2025.