Geoffrey G. Gilmore - Jun 30, 2023 Form 4 Insider Report for WORTHINGTON INDUSTRIES INC (WOR)

Role: EVP & Chief Operating Officer
Signature: /s/Patrick J. Kennedy, as attorney-in-fact for Geoffrey G. Gilmore
Stock symbol: WOR
Transactions as of: Jun 30, 2023
Transactions value $: -$504,797
Form type: 4
Date filed: 7/5/2023, 10:11 AM
Previous filing: Jun 27, 2023
Next filing: Jul 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WOR	Common Shares	Award	$0	+6.3K	+3.76%	$0.00	174K	Jun 30, 2023	Direct	F1
transaction	WOR	Common Shares	Award	$0	+16K	+9.2%	$0.00	190K	Jul 3, 2023	Direct	F2
transaction	WOR	Common Shares	Tax liability	-$505K	-7.26K	-3.82%	$69.56	183K	Jul 3, 2023	Direct	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	+5.5K		$0.00	5.5K	Jun 30, 2023	Common Shares	5.5K	$69.47	Direct	F4
holding	WOR	Phantom Stock Acquired Under Deferred Compensation Plan						12K	Jun 30, 2023	Common Shares	96.2		Direct	F5, F6, F7

* 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 (6/30/2026).
F2	A long-term performance share award was granted on June 25, 2020 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, 2023. On June 27, 2023, 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, 2023.
F3	Represents shares withheld upon the vesting of restricted stock in order to satisfy the reporting person's tax withholding obligation upon such vesting.
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 6/30/2025 and 6/30/2026.
F5	The account under the 2005 NQ Plan (defined in the footnote directly 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 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.
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, 2023.