WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2021

Jan 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORTHINGTON INDUSTRIES INC (WOR)
CIK: 0000108516
Period of Report: 2021-01-06

Reporting Person: SCHIAVO MARY FACKLER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-06	Common Shares	M	8000	$14.43	Acquired	70272	Direct
2021-01-06	Common Shares	F	2016	$57.24	Disposed	68256	Direct
2021-01-06	Common Shares	M	8000	$22.06	Acquired	76256	Direct
2021-01-06	Common Shares	F	3082	$57.24	Disposed	73174	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-06	Non-Qualified Stock Option (right to buy)	$14.43	M	8000	Disposed	2021-09-29	Common Shares (8000)	Direct
2021-01-06	Non-Qualified Stock Option (right to buy)	$22.06	M	8000	Disposed	2022-09-26	Common Shares (8000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Acquired Under Deferred Compensation Plan	$		Common Shares (705)	5534	Direct

Footnotes

F1: This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2006 Equity Incentive Plan for Non-Employee Directors and became vested and fully exercisable on the first to occur: (i) the first anniversary of the grant date or (ii) the date of the next Annual Meeting of Shareholders of Worthington Industries, Inc. following the grant date.

F2: 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.

F3: Prior to October 1, 2014, the account balance related to the theoretical Company common share investment option could be immediately transferred to other deemed investment options under the terms of the Plan.

F4: 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.

F5: The amount shown reflects additional unfunded theoretical Worthington Industries, Inc. common shares (i.e. phantom stock) which were credited pursuant to the dividend reinvestment feature of the Plan.