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.