WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2021-12-21

Reporting Person: LYTTLE CATHERINE M (Sr VP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-21	Common Shares	M	2000	$31.71	Acquired	50553	Direct
2021-12-21	Common Shares	S	2000	$49.60	Disposed	48553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-21	Non-qualified stock option (right to by)	$31.71	M	2000	Disposed	2023-06-28	Common Shares (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	136	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom stock acquired under Deferred Compensation Plan	$		Common Shares (6)	333	Direct

Footnotes

F1: Amount listed is the most up-to-date information available regarding holdings in the Company Plan Fund which invests in common shares of Worthington Industries, Inc. and is based on a plan statement dated as of September 30, 2021.

F2: This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day the first portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/28/2015 and 6/28/2016.

F3: The account under the 2005 NQ Plan (defined in the footnote directly below) tracks common shares on a one-for-one basis.

F4: Prior to October 1, 2014, the account balances related to the theoretical Worthington Industries, Inc. common share deemed investment option could be immediately transferred to other investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "2005 NQ Plan").

F5: The 2005 NQ Plan provides that effective October 1, 2014 and thereafter, any amount credited in a participant's account to the phantom stock fund (i.e. theoretical Worthington Industries, Inc. common share deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 NQ Plan until distribution from the 2005 NQ Plan. Distributions are made only in common shares of Worthington Industries, Inc. and generally commence upon a person's leaving employment with Worthington Industries, Inc.

F6: The amount shown reflects additional unfunded theoretical Worthington Industries, Inc. common shares (i.e. phantom stock) credited pursuant to the dividend reinvestment feature of the 2005 NQ Plan.