Joseph B. Hayek - Dec 6, 2023 Form 4 Insider Report for WORTHINGTON ENTERPRISES, INC. (WOR)

Role
EVP and CFO
Signature
/s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek
Stock symbol
WOR
Transactions as of
Dec 6, 2023
Transactions value $
$154
Form type
4
Date filed
12/8/2023, 02:12 PM
Previous filing
Nov 20, 2023
Next filing
Dec 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WOR Common Shares 195K Dec 6, 2023 Direct F1
holding WOR Common Shares 2K Dec 6, 2023 By IRA (Merrill-Lynch)
holding WOR Common Shares 1.62K Dec 6, 2023 By IRA (Vanguard) F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WOR Phantom Stock Acquired Under the Deferred Compensation Plan Award $154 +2.98 +0.08% $51.62 3.93K Dec 6, 2023 Common Shares 2.98 Direct F1, F3, F4, F5
holding WOR Employee Non-Qualified Stock Option (Right to Buy) 8.34K Dec 6, 2023 Common Shares 8.34K $38.25 Direct F6, F7
holding WOR Employee Non-Qualified Stock Option (Right to Buy) 12.1K Dec 6, 2023 Common Shares 12.1K $29.48 Direct F6, F8
holding WOR Employee Non-Qualified Stock Option (Right to Buy) 9.13K Dec 6, 2023 Common Shares 9.13K $44.15 Direct F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Holdings that were previously reported on Form 4 have been adjusted in connection with the spin-off of Worthington Steel, Inc. (the "Spin-Off") by the Issuer.
F2 The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated September 30, 2023.
F3 The account under the 2005 NQ Plan (defined in footnote (3) 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 deemed investment options under the terms of the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan, as amended (the "2005 NQ Plan"). 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. the 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 leaving Worthington Industries, Inc. and its subsidiaries.
F5 The amount reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited pursuant to the theoretical Worthington Industries, Inc. common share deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on November 30, 2023.
F6 Pursuant to the Employee Matters Agreement between the Issuer and Worthington Steel, Inc. dated November 30, 2023, in connection with the Spin-Off, the strike price and the number of underlying shares of each unvested and vested but unexercised stock option held by the reporting person immediately before the Spin-Off was adjusted to preserve the intrinsic value of such award following the Spin-Off. Each adjusted option otherwise has substantially the same terms and conditions.
F7 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 on 6/25/2023 and will vest 6/25/2024.
F8 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 vest annually on 6/24/2024 and 6/24/2025.
F9 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 will vest. Additional portions of 33.33% of the option vest annually on 6/30/2025 and 6/30.2026.