Welcome to our dedicated page for Worthington Steel SEC filings (Ticker: WS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Worthington Steel, Inc. filings document the company’s operating results, material agreements, Regulation FD disclosures, dividends, governance matters and shareholder votes. Recent Form 8-K filings report quarterly and annual financial results, conference-call materials, non-GAAP reconciliations, dividend-related events and material definitive agreements involving corporate transactions.
The company’s proxy materials describe annual-meeting matters, board and shareholder governance and voting procedures. Worthington Steel’s filings also identify its Ohio incorporation, Columbus headquarters and common shares, without par value, listed on the New York Stock Exchange under the symbol WS.
Worthington Steel, Inc. (WS), through its indirect wholly owned German subsidiary Worthington Steel GmbH, has entered into a Domination and Profit and Loss Transfer Agreement (DPLTA) with Klöckner & Co SE as the controlled company. The agreement will become effective only after approval by Kloeckner’s general meeting with a qualified three‑fourths majority, approval by Worthington Steel GmbH’s shareholder meeting, and registration with the German commercial register, with effectiveness to occur no earlier than January 1, 2027.
Once effective and subject to legal limits, Worthington Steel GmbH may issue binding instructions to Kloeckner’s management board, receive transfers of all annual profits (subject to certain reserves), and generally absorb Kloeckner’s annual losses. Outside Kloeckner shareholders may elect either EUR 11.00 cash per share or a recurring annual compensation of EUR 0.67 gross (EUR 0.66 net) per share for each full fiscal year. These compensation levels can be challenged in German court appraisal proceedings, which will not delay DPLTA registration. An extraordinary Kloeckner general meeting to vote on the DPLTA is expected on October 23, 2026.
Worthington Steel, Inc. (WS) has amended its earlier acquisition report on Klöckner & Co SE by providing full historical and pro forma financial information. The amendment includes Klöckner’s audited IFRS consolidated statements for 2024 and 2025 and unaudited pro forma condensed combined financials for Worthington Steel and Klöckner.
Klöckner generated €6,380.2 million in sales in 2025 (vs. €6,632.2 million in 2024) and recorded a net loss of €53.4 million (vs. €175.6 million loss in 2024), with operating result improving to a profit of €30.9 million. At December 31, 2025, Klöckner reported total assets of €3,279.3 million, equity of €1,582.2 million and net cash from operating activities of €109.5 million. The reports also detail recent small acquisitions, divestitures and goodwill impairment testing, giving investors a clearer view of the business Worthington Steel has acquired and the combined company’s illustrative financial profile.
Worthington Steel, Inc. is soliciting proxies for its virtual 2026 annual meeting on September 23, 2026 at 8:30 a.m. EDT, accessible via webcast at www.virtualshareholdermeeting.com/WS2026. Holders of 50,946,619 common shares outstanding as of July 28, 2026 are entitled to vote, with one vote per share and no cumulative voting.
Shareholders are asked to (1) elect four Class III directors to terms expiring in 2029, (2) approve on an advisory basis the compensation of the named executive officers, and (3) ratify KPMG LLP as independent registered public accounting firm for fiscal 2027. The Board recommends voting FOR all three proposals. The company highlights a strong governance framework with 8 of 11 directors independent, a Lead Independent Director, fully independent key committees, stock ownership requirements, and restrictions on speculative trading.
For fiscal 2026, Worthington Steel reports that net sales increased 11% to $3.4 billion, with year-over-year net sales growth each quarter. Executive bonuses rose versus the prior year and three-year performance shares and performance awards paid out at 100% of target, reflecting the company’s pay-for-performance program using EVA and Adjusted EPS metrics and a mix of short- and long-term incentives.
Worthington Steel, Inc. files its annual report for the year ended May 31, 2026 as a standalone, NYSE‑listed steel processor focused on value‑added carbon flat‑rolled steel, electrical steel laminations and tailor welded products, operating 34 manufacturing facilities across North America, Europe and Asia.
During fiscal 2026 the company purchased 2.57 million tons of steel, with sales heavily concentrated in automotive and construction end markets, and its top three automotive customers representing 34.5% of net sales
Recent developments include incurring $700.0M 7.750% senior secured notes due 2033, a parallel $700.0M term loan facility, a new $550.0M asset‑based revolver, and acquiring a controlling stake in Germany‑based Kloeckner, now about 61.87% owned. The report highlights extensive risk factors around steel price volatility, customer concentration, tariffs, leverage from the Kloeckner transaction, cybersecurity, AI use, climate‑related regulation and global geopolitical tensions.
Worthington Steel, Inc. opened the acceptance period for a public delisting tender offer for all outstanding shares of German metals processor Kloeckner & Co SE that it does not already own. Kloeckner shareholders can tender their shares for EUR 11.00 in cash per share.
The acceptance period runs from July 15, 2026 to August 12, 2026 (24:00 Frankfurt am Main local time / 18:00 New York local time). Worthington Steel already holds approximately 62% of Kloeckner’s outstanding shares following completion of a voluntary public takeover offer on June 3, 2026. The delisting tender is not subject to any closing conditions and has no minimum acceptance threshold, and is made on the terms set out in an offer document approved by German regulator BaFin under the German Securities Acquisition and Takeover Act (WpÜG).
Once the delisting becomes effective, Kloeckner shares will no longer be admitted to trading on regulated markets in Germany or on comparable markets abroad, which may result in significantly reduced liquidity and limited price discovery for the shares.
Dimensional Fund Advisors LP reported beneficial ownership of 2,566,114 shares of Worthington Steel Inc common stock on Schedule 13G, representing 5.1% of the class as of June 30, 2026. The securities are held across investment companies, commingled funds, group trusts and separate accounts it advises.
Dimensional has sole voting power over 2,512,586 shares and sole dispositive power over 2,566,114 shares, with no shared voting or dispositive power. All reported securities are owned by the underlying funds, which have rights to dividends and sale proceeds, and Dimensional disclaims beneficial ownership except for purposes of Section 13(d) of the Securities Exchange Act of 1934.
Worthington Steel, Inc. furnished a corrected fourth-quarter and fiscal 2026 earnings release for the period ended May 31, 2026 after identifying errors during year-end controls. The corrections add long-lived asset impairment charges in the Electrical Steel reporting unit and bridge nonrevolving loan commitment costs tied to financing for the Kloeckner acquisition. For 4Q 2026, net sales were $929.2 million, up 12% from $832.9 million, but the company reported an operating loss of $74.5 million versus operating income of $66.4 million a year earlier, driven largely by $112.2 million of goodwill and long-lived asset impairments and higher SG&A, including Kloeckner-related professional fees. Net loss attributable to controlling interest was $57.5 million, or $(1.15) per diluted share, compared with net earnings of $55.7 million, or $1.10 per diluted share, in 4Q 2025. On an adjusted non-GAAP basis, 4Q 2026 net earnings attributable to controlling interest were $38.3 million, or $0.75 per diluted share (vs. $1.05), and adjusted EBIT was $54.3 million (vs. $70.1 million). The company completed settlement of its offer for Kloeckner in June 2026, acquiring approximately 62% of outstanding shares, ended the year with $84.6 million in cash and $256.8 million of debt, and declared a quarterly dividend of $0.16 per share.
Worthington Steel, Inc. President and CEO Geoffrey G. Gilmore reported routine equity compensation activity. He received an award of 23,664 common shares upon vesting of a 2023 performance share grant, and 10,555 shares were withheld at $32.16 per share to cover tax obligations. After these non-market transactions, he directly holds 348,966 common shares.
Worthington Steel, Inc. Executive Chairman John B. Blystone reported compensation-related share movements in Common Shares. On July 7, 2026, a performance share award granted in 2023 vested, adding 14,750 Common Shares at $0.00 per share. In connection with this vesting, 6,408 shares were withheld at $32.16 per share to satisfy tax withholding obligations. Following these transactions, Blystone directly holds 241,957 Common Shares. These are non-market transactions, with no open‑market buying or selling reported.