Form 4: Worthington Director Boosts Phantom Stock Holdings
Statement of Changes in Beneficial Ownership
Worthington Enterprises director Kerrii B. Anderson acquired 286.26 phantom stock units through dividend reinvestment, increasing her total holdings to 12,450.26 units.
Summary
- Kerrii B. Anderson, a Director of Worthington Enterprises, Inc. (WOR), reported changes in her beneficial ownership.
- On September 23, 2025, Ms. Anderson acquired 286.26 theoretical common shares, referred to as 'phantom stock,' through dividend reinvestment.
- These phantom stock units were credited to her account in the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors.
- The acquisition price for these phantom stock units was $60.26 per unit.
- Following this transaction, Ms. Anderson directly holds 12,450.26 phantom stock units.
- The filing also details her beneficial ownership of common shares: 71,334 shares held directly, 1,421 shares indirectly through the Cameron Taff Anderson Separate Trust, 1,421 shares indirectly through the Alexa M. Anderson Separate Trust, and 436 shares indirectly through her spouse.
Sentiment
Score: 6
Explanation: The filing reports a routine, albeit small, acquisition of phantom stock by a director through dividend reinvestment. This is a neutral to slightly positive signal, indicating continued insider participation in the company's equity compensation plan.
Positives
- A director increasing their equity participation, even through a deferred compensation plan, can signal confidence in the company's long-term prospects.
- The acquisition via dividend reinvestment is a routine, automatic process that demonstrates continued engagement with the company's equity compensation structure.
Future Outlook
Distributions from the 2005 Deferred Compensation Plan are made only in Worthington Enterprises common shares and generally commence upon the reporting person leaving the Board of Directors.
Industry Context
This Form 4 filing is a routine disclosure of insider transactions, specifically related to a director's participation in a deferred compensation plan. Such filings are standard practice for publicly traded companies to ensure transparency regarding changes in beneficial ownership by company insiders.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Plan Details Clarification | The Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended, specifies that phantom stock tracks WOR common shares on a one-for-one basis. Effective October 1, 2014, amounts credited to the phantom stock fund cannot be transferred to alternative deemed investment options until distribution from the Plan. | 10/01/2014 | Ensures long-term alignment of director's deferred compensation with company stock performance and restricts short-term transfers within the plan. |
Related Party Transactions
- Indirect beneficial ownership of common shares through separate trusts for Cameron Taff Anderson and Alexa M. Anderson, and through the reporting person's spouse.
Stakeholder Impact
- Shareholders: Provides transparency regarding a director's equity holdings and a minor positive signal of continued insider investment through a compensation plan.
- Employees: No direct impact mentioned.
Next Steps
- Distribution of phantom stock units in WOR common shares upon the reporting person's departure from the Board of Directors.
Key Dates
| Date | Description |
|---|---|
| 10/01/2014 | Effective date for changes in the 2005 Deferred Compensation Plan, restricting transfers of phantom stock to alternative deemed investment options until distribution. |
| 09/30/2024 | Date of the reporting person's last Form 4 filing that updated the amount of theoretical common shares credited via dividend reinvestment. |
| 09/23/2025 | Date of the reported transaction where 286.26 phantom stock units were acquired through dividend reinvestment. |
| 09/24/2025 | Date the Form 4 was filed with the SEC. |
Recommendation
holdThis Form 4 reports a routine acquisition of phantom stock through dividend reinvestment by a director. While it indicates continued insider participation, it does not present new fundamental information to alter an investment thesis. It's a standard disclosure of beneficial ownership changes within an existing compensation plan and does not warrant a change in investment recommendation based solely on this filing.
Keywords
Worthington Enterprises, WOR, SEC Form 4, Insider Transaction, Director Holdings, Phantom Stock, Dividend Reinvestment, Kerrii B. Anderson, Beneficial Ownership
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