WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2021

Apr 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2021-04-19

Reporting Person: SMOLENSKI ERIC M (President-Worthington Cylinder)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-19	Common Shares	M	4000	$23.10	Acquired	83831	Direct
2021-04-19	Common Shares	S	4000	$65.29	Disposed	79831	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-19	Non-qualified stock option (right to buy)	$23.10	M	4000	Disposed	2021-06-30	Common Shares (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	7215	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom stock acquired under Deferred Compensation Plan	$		Common Shares (41)	4709	Direct

Footnotes

F1: The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $65.24 to $65.44, inclusive. The reporting person undertakes to provide to Worthington Industries, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.

F2: Amount listed is the most up-to-date information available regarding holdings in the Company Stock Fund under the Worthington Industries, Inc. Deferred Profit Sharing Plan and is based on a plan statement dated as of March 31, 2021.

F3: This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. Date listed is the first day any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2013 and 6/30/2014.

F4: The account tracks common shares on a one-for-one basis.

F5: 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").

F6: 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 shares 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.

F7: 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.