Form 4 for WOR WORTHINGTON ENTERPRISES, INC.
Accepted 2023-07-05 00:00:00 ET · period of report 2023-06-30 · accession 0001209191-23-040888 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2023-07-05 | 2023-06-30+ | WOR | HAYEK JOSEPH B | VP, CFO | F - Tax | $69.52 | -11.7K | 142.0K | -8% | -$810.3K |
| DM | 2023-07-05 | 2023-06-30 | WOR | HAYEK JOSEPH B | VP, CFO | M - OptEx | $39.05 | +28.5K | 134.6K | +27% | +$1.11M |
| DM | 2023-07-05 | 2023-06-30+ | WOR | HAYEK JOSEPH B | VP, CFO | A - Grant | $0.00 | +19.7K | 133.1K | +17% | $0 |
| DM | 2023-07-05 | 2023-06-30 | WOR | HAYEK JOSEPH B | VP, CFO | S - Sale+OE | $68.95 | -21.1K | 133.1K | -14% | -$1.45M |
| DM | 2023-07-05 | 2023-06-30 | WOR | HAYEK JOSEPH B | VP, CFO | A - Grant | $0.0249 | +5,802 | 2,327 | New | +$144.50 |
| DM | 2023-07-05 | 2023-06-30 | WOR | HAYEK JOSEPH B | VP, CFO | M - OptEx | $0.00 | -28.5K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2023-06-30 | F | D | 1,186 | $69.47 | 133,394 | D | — | — | |
| 2 | Common | Common Shares | 2023-06-30 | M | A | 2,000 | $30.92 | 135,394 | D | — | — | |
| 3 | Common | Common Shares | 2023-06-30 | F | D | 1,392 | $69.47 | 134,002 | D | — | — | |
| 4 | Common | Common Shares | 2023-06-30 | M | A | 1,500 | $42.30 | 135,502 | D | — | — | |
| 5 | Common | Common Shares | 2023-06-30 | F | D | 1,178 | $69.47 | 134,324 | D | — | — | |
| 6 | Common | Common Shares | 2023-06-30 | M | A | 1,200 | $47.76 | 135,524 | D | — | — | |
| 7 | Common | Common Shares | 2023-06-30 | F | D | 994 | $69.47 | 134,530 | D | — | — | |
| 8 | Common | Common Shares | 2023-06-30 | M | A | 1,200 | $42.91 | 135,730 | D | — | — | |
| 9 | Common | Common Shares | 2023-06-30 | F | D | 948 | $69.47 | 134,782 | D | — | — | |
| 10 | Common | Common Shares | 2023-07-03 | A | A | 13,134 | $0.00 | 147,916 | D | — | — | (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. |
| 11 | Common | Common Shares | 2023-07-03 | F | D | 5,958 | $69.56 | 141,958 | D | — | — | (F5) Represents shares withheld in order to satisfy the reporting person's tax withholding obligation upon such vesting. |
| 12 | Common | Common Shares | 2023-06-30 | A | A | 6,600 | $0.00 | 133,080 | D | — | — | (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). |
| 13 | Common | Common Shares | 2023-06-30 | M | A | 4,200 | $42.10 | 137,280 | D | — | — | |
| 14 | Common | Common Shares | 2023-06-30 | M | A | 6,800 | $38.91 | 144,080 | D | — | — | |
| 15 | Common | Common Shares | 2023-06-30 | M | A | 10,100 | $36.93 | 154,180 | D | — | — | |
| 16 | Common | Common Shares | 2023-06-30 | S | D | 9,218 | $69.29 | 144,962 | D | — | — | (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. |
| 17 | Common | Common Shares | 2023-06-30 | S | D | 11,882 | $68.68 | 133,080 | D | — | — | (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. |
| 18 | Common | Common Shares | 2023-06-30 | M | A | 1,500 | $43.04 | 134,580 | D | — | — | |
| 19 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | A | A | 5,800 | $0.00 | 5,800 | D | $69.47 · 2024-06-30 to 2033-06-30 | 5,800 Common Shares | (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. |
| 20 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 6,800 | $0.00 | 0 | D | $38.91 · 2020-06-27 to 2029-06-27 | 6,800 Common Shares | (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. |
| 21 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 10,100 | $0.00 | 0 | D | $36.93 · 2021-06-25 to 2030-06-25 | 10,100 Common Shares | (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. |
| 22 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 1,500 | $0.00 | 0 | D | $43.04 · 2015-06-30 to 2024-06-30 | 1,500 Common Shares | (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. |
| 23 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 2,000 | $0.00 | 0 | D | $30.92 · 2016-06-26 to 2025-06-26 | 2,000 Common Shares | (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. |
| 24 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 1,500 | $0.00 | 0 | D | $42.30 · 2017-06-30 to 2026-06-30 | 1,500 Common Shares | (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. |
| 25 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 4,200 | $0.00 | 0 | D | $42.10 · 2019-11-01 to 2028-11-01 | 4,200 Common Shares | (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. |
| 26 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 1,200 | $0.00 | 0 | D | $42.91 · 2019-06-28 to 2028-06-28 | 1,200 Common Shares | (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. |
| 27 | Derivative | Phantom Stock Acquired Under Deferred Compensation Plan | 2023-06-30 | A | A | 2.08 | $69.47 | 2,326.61 | D | — · — to — | 2.08 Common Shares | (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. (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. |
| 28 | Derivative | Non-qualified stock option (right to buy) | 2023-06-30 | M | D | 1,200 | $0.00 | 0 | D | $47.76 · 2018-06-29 to 2027-06-29 | 1,200 Common Shares | (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. |