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( Mark One ) 7 0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31 , 2021 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 1-8399 Ohio ( State or Other Jurisdiction of Incorporation or Organization ) 200 Old Wilson Bridge Road , Columbus , Ohio ( Address of Principal Executive Offices ) or WORTHINGTON INDUSTRIES , INC . ( Exact Name of Registrant as Specified in its Charter ) Title of Each Class Common Shares , Without Par Value Large accelerated filer Non - accelerated filer to 31-1189815 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : ( 614 ) 438-3210 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) WOR 43085 ( Zip Code ) Name of Each Exchange on Which Registered New York Stock Exchange No Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the Registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . Yes No □ Indicate by check mark whether the Registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . 000 Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No The aggregate market value of the Common Shares ( the only common equity of the Registrant ) held by non - affiliates of the Registrant , based on the closing price of the Common Shares on the New York Stock Exchange on November 30 , 2020 , the last business day of the Registrant's most recently completed second fiscal quarter , was $ 1,793,568,865 . For this purpose , executive officers and directors of the Registrant are considered affiliates . Indicate the number of shares outstanding of each of the Registrant's classes of common stock , as of the latest practicable date . On July 23 , 2021 , the number of Common Shares issued and outstanding was 51,741,899 . DOCUMENT INCORPORATED BY REFERENCE : Selected portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on September 29 , 2021 , are incorporated by reference into Part III of this Annual Report on Form 10 - K to the extent provided herein .