WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2021

Oct 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2021-10-01

Reporting Person: KARMANOS PETER (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Phantom Stock	$	A	2034	Acquired		Common Shares (2034)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	78040	Direct

Footnotes

F1: The theoretical 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 "2005 Director Deferred Compensation Plan") track Common Shares of Worthington Industries, Inc. (the "Company") on a one-for-one basis.

F2: Prior to October 1, 2014, the account balances related to theoretical common shares could be immediately transferred to other investment options under the terms of the deferred compensation plan in which the reporting person participates. See footnote following.

F3: The 2005 Director Deferred Compensation 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 common shares deemed investment option) may not be transferred to an alternative deemed investment option under the 2005 Director Deferred Compensation Plan until distribution from the 2005 Director Deferred Compensation Plan. Distributions are made only in Common Shares of Worthington Industries, Inc. and generally commence upon the leaving the Board of Directors of Worthington Industries, Inc.

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 dividend reinvestment under the 2005 Director Deferred Compensation Plan was last updated in the reporting person's Form 4 filed September 28, 2020.