WS — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-10-13

• Worthington Steel became an independent, publicly traded company on December 1, 2023, following its separation from Worthington Enterprises, formerly known as Worthington Industries, Inc.

• Our consolidated financial statements include the accounts of Worthington Steel and its consolidated subsidiaries. On June 3, 2026, we completed the acquisition of a controlling equity interest in Kloeckner. Kloeckner’s results are included in our consolidated financial statements beginning on the a…

• In connection with the Kloeckner Acquisition, the Company acquired certain Kloeckner business units that met the held-for-sale criteria as of the acquisition date, including the Kloeckner Disposal Group. Management has committed to a plan to sell the Kloeckner Disposal Group, and we expect the sale …

• We are one of North America’s leading value-added metals processing and manufacturing companies. We partner with customers to deliver specialized, highly technical solutions across carbon flat-rolled steel, aluminum, stainless steel, long products, heavy plate and electrical steel to solve complex c…

• On June 3, 2026, we completed the acquisition of a controlling equity interest in Kloeckner, a metals service center and processing company with operations primarily in the United States, Mexico, and Europe. The Kloeckner Acquisition significantly increased our

Text removed vs the prior filing · source: 10-Q · 2026-04-09

• Worthington Steel was formed as an Ohio corporation on February 28, 2023, for the purpose of receiving, pursuant to a reorganization, all of the outstanding equity interests of the steel processing business of the Former Parent. On December 1, 2023, the Separation was completed, and Worthington Stee…

• We are one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market-leading positions in the North American carbon flat-rolled steel and tailor welded blank industries and …

• Our operations are managed principally on a products and services basis under a single group organizational structure. We own controlling interests in the following operating joint ventures: Spartan, TWB, WSCP, and Sitem Group. We also own a controlling interest in WSP, which became a nonoperating j…

• During the third quarter of fiscal 2026, we continued integrating commercially available AI technologies into our long-term transformation strategy. Through these efforts, we continue to use AI to generate insights, evaluate strategies, and automate routine tasks, improving productivity and strength…

• On March 25, 2026, the Board declared a quarterly cash dividend of $0.16 per common share payable on June 26, 2026 to shareholders of record at the close of business on June 12, 2026.

Text added vs the prior filing · source: 10-Q · 2026-10-13

• Since May 31, 2026, the Kloeckner Acquisition and related financing and hedging transactions resulted in material changes to certain market risk exposures from those disclosed in “Part II – Item 7A. – Quantitative and Qualitative Disclosures About Market Risk” of the 2026 Form 10-K. The correspondin…

• Except as described below, there have been no material changes to our market risk exposures from those previously disclosed in our 2026 Form 10-K.

• For a discussion of our market risk, see “Part II – Item 7A. – Quantitative and Qualitative Disclosures About Market Risk” of the 2026 Form 10-K.

• Following the Kloeckner Acquisition, our exposure to fluctuations in foreign currency exchange rates increased as a result of our expanded international operations.

• During the first quarter of fiscal 2027, the Euro/U.S. Dollar foreign currency contracts entered into to hedge a portion of the expected purchase price of the Kloeckner Acquisition were settled and are no longer outstanding.

Text removed vs the prior filing · source: 10-Q · 2026-04-09

• Since May 31, 2025, we have entered into a new cross-currency swap hedging transaction designated as a net investment hedge, which is disclosed in “Note 14 – Derivative Financial Instruments and Hedging Activities” to the consolidated financial statements. The corresponding sensitivity analysis disc…

• During the second quarter of fiscal 2026, we entered into a cross-currency swap to hedge foreign currency risk on a portion of our Euro net investment in the Sitem Group foreign subsidiary against fluctuations in Euro/USD exchange rates.

• During the third quarter of fiscal 2026, we purchased Kloeckner Shares, which are publicly traded equity securities. These investments are subject to market volatility and may fluctuate in value based on changes in market conditions and issuer-specific developments.

• As disclosed in “Note 4 – Investments” to the consolidated financial statements located in Item 1 of this Form 10-Q, as of February 28, 2026, the fair value of the Kloeckner Shares measured at fair value was $101.3 million. A hypothetical 10% decrease in market prices as of February 28, 2026 would r…

• This sensitivity analysis is based on a static balance sheet position and does not consider potential management actions or changes in market conditions subsequent to the reporting date. Given changes in the fair value of equity securities are recognized in net earnings, our net earnings may experie…

Text added vs the prior filing · source: 10-Q · 2026-10-13

• During the first quarter of fiscal 2027, the Company completed the Kloeckner Acquisition. The acquired operations are being integrated into the Company’s control framework, to the extent permissible prior to the effectiveness of the DPLTA. Other than integrating activities associated with the Kloeck…

Text removed vs the prior filing · source: 10-Q · 2026-04-09

• There were no changes that occurred during the period covered by this Form 10-Q (the quarterly period ended February 28, 2026) in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely…

Text added vs the prior filing · source: 10-Q · 2026-10-13

• Restrictions on our interactions with Kloeckner may delay or limit the implementation of our integration strategy and could adversely impact our results of operations. On June 3, 2026, we completed the Kloeckner Acquisition and held approximately 60.9% of Kloeckner’s outstanding share capital. Throu…

• Under German law, we are subject to certain restrictions in our interactions with Kloeckner while minority shareholders continue to hold more than 10% of outstanding Kloeckner shares and until and unless a DPLTA becomes effective. On September 8, 2026, Worthington Steel GmbH and Kloeckner executed t…

• If the DPLTA becomes effective, we will be subject to ongoing financial obligations to Kloeckner and its minority shareholders that could adversely affect our business, financial condition, results of operations or cash flows. Under the DPLTA, once effective, each remaining minority Kloeckner shareh…

• Kloeckner shareholders choosing the first option may later elect the second option. Our obligation to pay annual recurring compensation could result in a continuous payment obligation that may be higher than the minimum dividends that would otherwise be distributed. Our obligation to, upon sharehold…

• Failure to successfully integrate our business and Kloeckner’s business may adversely affect our future results. In January 2026, we entered into a business combination agreement (“BCA”) with Kloeckner and launched a voluntary public cash takeover offer with all outstanding Kloeckner shares at €11.0…

Text removed vs the prior filing · source: 10-Q · 2026-04-09

• The Proposed Acquisition is subject to a number of conditions, and the BCA may be terminated by Worthington Steel or Kloeckner under certain circumstances. If the Proposed Acquisition is not completed, the price of our common shares may be adversely affected.

• The Offer Closing is subject to certain closing conditions as set forth in the Offer Document (the “Offer Conditions”), including, among other things, Worthington Steel obtaining the required merger and investment control clearances, foreign investment clearances, and EU foreign subsidies control cl…

• The BCA may be terminated by either us or Kloeckner under certain circumstances, including, among others, if (i) the Offer lapses as a result of non-satisfaction of the Regulatory Condition, (ii) a competing transaction has been consummated or (iii) if we, on the one hand, or Kloeckner, on the other…

• If the Regulatory Conditions are not satisfied, or if termination rights are exercised, the BCA will terminate, and the Proposed Acquisition will not be completed. If the Proposed Acquisition is delayed or not completed, the price of our common shares may decline.

• If the Proposed Acquisition is not completed, we will have incurred substantial costs that may adversely affect our financial results and operations and the market price of our common shares.

Text added vs the prior filing · source: 10-Q · 2026-10-13

• During the first quarter of fiscal 2027, no directors or officers (as defined under Rule 16a-1 of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

• Information Provided in Lieu of Filing a Current Report on Form 8-K under Item 5.02

• On October 6, 2026, the Board of Directors (the "Board") of the Company approved and adopted the Worthington Steel, Inc. Severance Plan for Executives (the "Severance Plan"), effective October 6, 2026.

• The Severance Plan covers the Company's Chief Executive Officer, Executive Chairman and Vice Presidents or above reporting to the Chief Executive Officer or Chief Operating Officer, other than executives with individual severance agreements. Benefits are payable upon a termination without "Cause" or…

• Outside a change in control, participants receive salary continuation equal to 1.0x (1.5x for the Chief Executive Officer and Executive Chairman) the sum of annual base salary and target annual incentive. For a qualifying termination within two years following a change in control, participants inste…

Text removed vs the prior filing · source: 10-Q · 2026-04-09

• During the third quarter of fiscal 2026, the following officers adopted Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K):

• Timothy A. Adams, Vice President and Chief Financial Officer

• Jeffrey R. Klingler, Executive Vice President and Chief Operating Officer

• 59,550 inclusive of 4,929 after the exercise of non-qualified stock options

• Each of the trading arrangements is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, and instructs the officer’s broker to sell our common shares pursuant to pre-established instructions, including specified price and volume parameters.