STOCK TITAN

Worthington Enterprises Director Gets 2,510 Shares

The restricted-stock award vests on the earlier of its first anniversary or the date of Worthington Enterprises’ next annual meeting.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WORTHINGTON ENTERPRISES, INC. (WOR) director Kerrii B. Anderson acquired 2,510 shares of restricted stock on September 24, 2026, under the 2025 Equity Plan for Non-Employee Directors. The award will vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting. On September 23, 2026, 192.63 phantom shares were credited through the 2005 Director Deferred Compensation Plan’s dividend reinvestment feature; they track WOR common shares one-for-one. Following those transactions, Anderson held 76,659 common shares and 12,822.05 phantom shares directly. Separate indirect holding entries dated September 23, 2025 list 1,421 shares in each of the Cameron Taff Anderson Separate Trust and Alexa M. Anderson Separate Trust, and 436 shares held by spouse.

Positive

  • None.

Negative

  • None.
Insider ANDERSON KERRII B
Role Director
Type Security Shares Price Value
Grant/Award Common Shares F1 2,510 $0.00 $0.00
Grant/Award Phantom Stock F2, F3, F4 192.63 $59.70 $12K
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Phantom Stock — 12,822.05 contracts (Direct); Common Shares — 76,659 shares (Direct); Common Shares — 1,421 shares (Indirect, By Cameron Taff Anderson Separate Trust); Common Shares — 1,421 shares (Indirect, By Alexa M. Anderson Separate Trust); Common Shares — 436 shares (Indirect, By spouse)
Footnotes (4)
  1. F1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors. The restricted stock will vest on the earlier to occur of (1) the first anniversary of the grant date; or (2) the date on which the next Annual Meeting of Shareholders of Worthington Enterprises, Inc. is held.
  2. 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 for Directors, as amended (the "Plan") track WOR common shares on a one-for-one basis.
  3. 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 the Board of Directors of Worthington Enterprises, Inc.
  4. F4. 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 24, 2025.
Restricted-stock shares acquired 2,510 shares September 24, 2026
Direct common shares following transaction 76,659 shares After the September 24, 2026 transaction
Phantom shares credited 192.63 shares September 23, 2026
Transaction price per share $59.70 per share Phantom-stock entry dated September 23, 2026
Phantom shares following transaction 12,822.05 shares After the September 23, 2026 transaction
Indirect shares in each separate trust 1,421 shares Each of two trusts; holding entries dated September 23, 2025
Indirect shares held by spouse 436 shares Holding entry dated September 23, 2025
Restricted-stock transaction price per share $0.00 per share Restricted-stock award dated September 24, 2026
restricted stock financial
"award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2025 Equity Plan"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
phantom stock financial
"theoretical WOR common shares ("phantom stock") credited to the reporting person's account"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
dividend reinvestment feature financial
"credited pursuant to the dividend reinvestment feature of the 2005 Director Deferred Compensation Plan"
deferred compensation plan financial
"Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did WOR director Kerrii B. Anderson acquire?

Kerrii B. Anderson acquired 2,510 shares of restricted stock on September 24, 2026. Anderson’s direct common-share holdings after that transaction were 76,659 shares.

How many phantom shares were credited to the WOR director?

192.63 phantom shares were credited on September 23, 2026. The units track WOR common shares one-for-one and were credited through the 2005 Director Deferred Compensation Plan’s dividend reinvestment feature.

When does the WOR director’s restricted-stock award vest?

The restricted stock will vest on the earlier of the first anniversary of the grant date or the date of Worthington Enterprises’ next annual meeting.

How are distributions from the director phantom-stock plan made?

Distributions are made only in WOR common shares and generally commence upon the participant leaving Worthington Enterprises’ Board of Directors.

Were the WOR director’s transactions reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ANDERSON KERRII B

(Last)(First)(Middle)
200 WEST OLD WILSON BRIDGE ROAD

(Street)
COLUMBUS OHIO 43085

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON ENTERPRISES, INC. [ WOR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares09/24/2026A2,510(1)A$0.0076,659D
Common Shares1,421IBy Cameron Taff Anderson Separate Trust
Common Shares1,421IBy Alexa M. Anderson Separate Trust
Common Shares436IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)09/23/2026A192.63 (3) (3)Common Shares192.63$59.712,822.05(4)D
Explanation of Responses:
1. An award of restricted stock was granted pursuant to the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors. The restricted stock will vest on the earlier to occur of (1) the first anniversary of the grant date; or (2) the date on which the next Annual Meeting of Shareholders of Worthington Enterprises, Inc. is held.
2. 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.
3. 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.
4. 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 24, 2025.
/s/ Patrick J. Kennedy, as attorney-in-fact for Kerrii B. Anderson09/25/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Keep reading