Joseph B. Hayek - Jul 1, 2022 Form 4 Insider Report for WORTHINGTON INDUSTRIES INC (WOR)

Role: VP and CFO
Signature: /s/Patrick J. Kennedy, as attorney-in-fact for Joseph B. Hayek
Stock symbol: WOR
Transactions as of: Jul 1, 2022
Transactions value $: -$179,602
Form type: 4
Date filed: 7/5/2022, 02:00 PM
Previous filing: Jun 28, 2022
Next filing: Jul 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WOR	Common Shares	Award	$0	+9K	+6.54%	$0.00	147K	Jul 1, 2022	Direct	F1
transaction	WOR	Common Shares	Tax liability	-$180K	-4.08K	-2.78%	$44.02	143K	Jul 1, 2022	Direct	F2
holding	WOR	Common Shares						2K	Jul 1, 2022	By IRA (M-L)
holding	WOR	Common Shares						1.57K	Jul 1, 2022	By IRA (Vanguard)	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	Phantom Stock Acquired Under Deferred Compensation Plan	Award	$132	+3	+0.18%	$44.02	1.68K	Jul 1, 2022	Common Shares	3		Direct	F4, F5, F6, F7

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

Explanation of Responses:

Id	Content
F1	A long-term performance share award was granted on June 27, 2019 pursuant to the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan. Common Shares were to be earned based on the level of achievement of specified performance objectives over the three-year period ended May 31,2022. On June 21, 2022, the Compensation Committee of the Company's Board of Directors met and approved the payout of the reported common shares based on the performance of the Company for the three-year period ended May 31, 2022.
F2	Represents shares withheld in order to satisfy the reporting person's tax withholding obligation upon such vesting.
F3	The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated June 30, 2022.
F4	The account under the 2005 NQ Plan (defined in the footnote directly below) 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 deemed 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 reported includes the additional unfunded theoretical common shares (i.e., phantom stock) credited to the theoretical Worthington Industries, Inc. common share deemed investment option pursuant to the dividend reinvestment feature of the 2005 NQ Plan on June 30, 2022.