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

Rhea-AI Filing Summary

Kerrii B. Anderson, a director of Worthington Enterprises, Inc. (WOR), was granted 2,815 restricted shares on 09/25/2025 under the company's 2025 Equity Plan for Non-Employee Directors. The award vests on the earlier of the first anniversary of the grant date or the date of the next annual shareholders meeting. Following the grant, Anderson beneficially owns 74,149 common shares, including 1,421 shares held in the Cameron Taff Anderson Separate Trust, 1,421 shares held in the Alexa M. Anderson Separate Trust, and 436 shares held by a spouse. The Form 4 was signed by an attorney-in-fact on behalf of Anderson on 09/26/2025.

Positive

• 2,815 restricted shares granted to a director under the 2025 Equity Plan, indicating continued director compensation alignment with shareholders
• Clear vesting terms: vests on earlier of one-year anniversary or next annual meeting, providing a defined retention period
• Transparency of holdings: total beneficial ownership reported as 74,149 shares with indirect holdings itemized

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation through restricted stock aligns fees with shareholder interests and vests over one year or at the next annual meeting.

This Form 4 documents a non-employee director grant of 2,815 restricted common shares under the 2025 Equity Plan. Such grants are common practice to compensate directors and tie their incentives to long-term company performance. The vesting condition — earlier of one year or the next annual meeting — is a standard short-term retention feature for board members. The filing also discloses direct and indirect holdings, which is helpful for transparency on potential insider influence.

Securities Analyst

TL;DR: Transaction is a standard equity grant to a director; it increases reported beneficial ownership but contains no operational or financial metrics.

The reported acquisition of 2,815 restricted shares increases Kerrii B. Anderson's beneficial ownership to 74,149 shares. The disclosure shows portions held indirectly via separate trusts and a spouse, which is typical for filings under Section 16. There are no derivative transactions or other compensatory elements disclosed beyond the restricted stock award and its vesting terms.

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)
09/25/2025

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	09/25/2025		A		2,815(1)	A	$0.00	74,149	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

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.

	/s/ Patrick J. Kennedy, as attorney-in-fact for Kerrii B. Anderson	09/26/2025
	** 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).
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.

FAQ

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

The Form 4 reports a grant of 2,815 restricted common shares on 09/25/2025, increasing beneficial ownership to 74,149 shares.

Under what plan were the shares granted to the director?

The restricted shares were granted pursuant to the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors.

When do the restricted shares vest?

The restricted stock vests on the earlier of the first anniversary of the grant date or the date of the next Annual Meeting of Shareholders.

How much beneficial ownership does Anderson have after the grant?

Following the reported transaction, Anderson beneficially owns 74,149 common shares, including indirect holdings in two separate trusts and by a spouse.

Who signed the Form 4 and when?

The Form 4 was signed by Patrick J. Kennedy, as attorney-in-fact for Kerrii B. Anderson on 09/26/2025.