FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCCONNELL JOHN P/OH		 2. Issuer Name and Ticker or Trading Symbol

WORTHINGTON INDUSTRIES INC [ WOR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/9/2023
(Street)

COLUMBUS, OH 43085		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 5/9/2023  M  17000 A$31.71 1355633 D  
Common Shares 5/9/2023  S  17000 D$57.52 (1)1338633 D  
Common Shares         12415982 I By JMAC, Inc. 
Common Shares         2428312 I By the Porter Rardin Trust f/b/o John P. McConnell and Margaret Kollis 
Common Shares         8173 I As custodian for his son, C.R.McConnell 
Common Shares         7343 I By Spouse, Amy McConnell, as custodian for her son, Luke A. Edmonds 
Common Shares         118000 I By The McConnell Family Trust 
Common Shares         255875 I By The Margaret R. McConnell Trust f/b/o Margaret Kollis 
Common Shares         25225.47 (2)I By the Worthington Industries, Inc. Deferred Profit Sharing Plan 
Common Shares         44250 I By McConnell 2020 LAE Trust (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-qualified stock option (right to buy) $31.71 5/9/2023  M     17000  6/28/2014 (4)6/28/2023 Common Shares 17000 $0.00 0 D  
Explanation of Responses:
(1) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $57.18 to $57.92, inclusive. The reporting person undertakes to provide to 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.
(2) 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 as of 4/30/2023.
(3) These common shares are held in an irrevocable trust for the benefit of the son of the reporting person's spouse. The reporting person's spouse is the trustee of such irrevocable trust.
(4) 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 vested. Additional portions of 33.33% of the option vested annually on 6/28/2015 and 6/28/2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MCCONNELL JOHN P/OH
WORTHINGTON INDUSTRIES, INC.
200 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085		XXExecutive Chairman
Signatures
/s/John P. McConnell by Patrick J. Kennedy, as attorney-in-fact5/10/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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