Eric M. Smolenski - Jun 24, 2022 Form 4 Insider Report for WORTHINGTON INDUSTRIES INC (WOR)

Role: President-Worthington Cylinder
Signature: /s/Patrick J. Kennedy, as attorney-in-fact for Eric M. Smolenski
Stock symbol: WOR
Transactions as of: Jun 24, 2022
Transactions value $: -$55,186
Form type: 4
Date filed: 6/28/2022, 02:52 PM
Previous filing: Feb 14, 2022
Next filing: Jun 30, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WOR	Common Shares	Award	$0	+4.4K	+5.29%	$0.00	87.5K	Jun 24, 2022	Direct	F1
transaction	WOR	Common Shares	Tax liability	-$55.2K	-1.18K	-1.35%	$46.61	86.4K	Jun 27, 2022	Direct	F2
holding	WOR	Common Shares						7.36K	Jun 24, 2022	by 401(k)	F3

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	Non-qualified stock option (right to buy)	Award	$0	+4.1K		$0.00	4.1K	Jun 24, 2022	Common Shares	4.1K	$46.39	Direct	F4
holding	WOR	Phantom stock acquired under Deferred Compensation Plan						4.81K	Jun 24, 2022	Common Shares	26		Direct	F5, F6, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	An award of restricted stock was granted pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date (6/24/2025).
F2	Represents shares withheld in order to satisfy the reporting person's tax withholding obligation upon such vesting.
F3	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 29, 2022.
F4	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 6/24/2024 and 6/24/2025.
F5	The account under the 2005 NQ Plan (defined in the footnote immediately below) tracks common shares on a one-for-one basis.
F6	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").
F7	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 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 a person's leaving employment with Worthington Industries, Inc.
F8	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.