Joseph B. Hayek - Jun 30, 2023 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
Jun 30, 2023
Transactions value $
-$1,151,850
Form type
4
Date filed
7/5/2023, 02:13 PM
Previous filing
Jun 27, 2023
Next filing
Jul 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WOR Common Shares Award $0 +6.6K +5.22% $0.00 133K Jun 30, 2023 Direct F1
transaction WOR Common Shares Options Exercise $177K +4.2K +3.16% $42.10 137K Jun 30, 2023 Direct
transaction WOR Common Shares Options Exercise $265K +6.8K +4.95% $38.91 144K Jun 30, 2023 Direct
transaction WOR Common Shares Options Exercise $373K +10.1K +7.01% $36.93 154K Jun 30, 2023 Direct
transaction WOR Common Shares Sale -$639K -9.22K -5.98% $69.29 145K Jun 30, 2023 Direct F2
transaction WOR Common Shares Sale -$816K -11.9K -8.2% $68.68 133K Jun 30, 2023 Direct F3
transaction WOR Common Shares Options Exercise $64.6K +1.5K +1.13% $43.04 135K Jun 30, 2023 Direct
transaction WOR Common Shares Tax liability -$82.4K -1.19K -0.88% $69.47 133K Jun 30, 2023 Direct
transaction WOR Common Shares Options Exercise $61.8K +2K +1.5% $30.92 135K Jun 30, 2023 Direct
transaction WOR Common Shares Tax liability -$96.7K -1.39K -1.03% $69.47 134K Jun 30, 2023 Direct
transaction WOR Common Shares Options Exercise $63.5K +1.5K +1.12% $42.30 136K Jun 30, 2023 Direct
transaction WOR Common Shares Tax liability -$81.8K -1.18K -0.87% $69.47 134K Jun 30, 2023 Direct
transaction WOR Common Shares Options Exercise $57.3K +1.2K +0.89% $47.76 136K Jun 30, 2023 Direct
transaction WOR Common Shares Tax liability -$69.1K -994 -0.73% $69.47 135K Jun 30, 2023 Direct
transaction WOR Common Shares Options Exercise $51.5K +1.2K +0.89% $42.91 136K Jun 30, 2023 Direct
transaction WOR Common Shares Tax liability -$65.9K -948 -0.7% $69.47 135K Jun 30, 2023 Direct
transaction WOR Common Shares Award $0 +13.1K +9.74% $0.00 148K Jul 3, 2023 Direct F4
transaction WOR Common Shares Tax liability -$414K -5.96K -4.03% $69.56 142K Jul 3, 2023 Direct F5
holding WOR Common Shares 2K Jun 30, 2023 By IRA (M-L)
holding WOR Common Shares 1.6K Jun 30, 2023 By IRA (Vanguard) F6

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 +5.8K $0.00 5.8K Jun 30, 2023 Common Shares 5.8K $69.47 Direct F7
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -4.2K -100% $0.00* 0 Jun 30, 2023 Common Shares 4.2K $42.10 Direct F8
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -6.8K -100% $0.00* 0 Jun 30, 2023 Common Shares 6.8K $38.91 Direct F9
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -10.1K -100% $0.00* 0 Jun 30, 2023 Common Shares 10.1K $36.93 Direct F10
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -1.5K -100% $0.00* 0 Jun 30, 2023 Common Shares 1.5K $43.04 Direct F11
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -2K -100% $0.00* 0 Jun 30, 2023 Common Shares 2K $30.92 Direct F12
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -1.5K -100% $0.00* 0 Jun 30, 2023 Common Shares 1.5K $42.30 Direct F13
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -1.2K -100% $0.00* 0 Jun 30, 2023 Common Shares 1.2K $47.76 Direct F14
transaction WOR Non-qualified stock option (right to buy) Options Exercise $0 -1.2K -100% $0.00* 0 Jun 30, 2023 Common Shares 1.2K $42.91 Direct F15
transaction WOR Phantom Stock Acquired Under Deferred Compensation Plan Award $144 +2.08 +0.09% $69.47 2.33K Jun 30, 2023 Common Shares 2.08 Direct F16, F17, F18
* 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 The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $69.07 TO $69.51, inclusive. The reporting person undertakes to provide to Worthington Industries, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
F3 The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $68.07 TO $69.06, inclusive. The reporting person undertakes to provide to Worthington Industries, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
F4 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.
F5 Represents shares withheld in order to satisfy the reporting person's tax withholding obligation upon such vesting.
F6 The amount reported includes additional common shares acquired pursuant to the dividend reinvestment feature of the IRA as reported in the plan statement dated March 31, 2023.
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 will vest. Additional portions of 33.33% of the option vest annually on 6/30/2025 and 6/30/2026.
F8 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 11/1/2020 and 11/1/2021.
F9 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/27/2021 and 6/27/2022.
F10 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/25/2022 and 6/25/2023.
F11 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2016 and 6/30/2017.
F12 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/26/2017 and 6/26/2018.
F13 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/30/2018 and 6/30/2019.
F14 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/29/2019 and 6/29/2020.
F15 This non-qualified stock option was granted pursuant to the Worthington Industries, Inc. 2010 Stock Option Plan. The date listed is the first date any portion of the option vested. Additional portions of 33.33% of the option vested annually on 6/28/2020 and 6/28/2021.
F16 The account under the 2005 NQ Plan (defined in the footnote directly below) tracks common shares on a one-for-one basis.
F17 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.
F18 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.