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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.
Worthington Steel, Inc. executive Clifford Larivey reported compensation-related share activity. He received a grant of 2,906 Common Shares at no cost tied to the vesting of a 2023 performance share award, while 1,297 shares were withheld to cover tax obligations. After these transactions, he directly owns 71,451 Common Shares, reflecting a net increase in his equity stake from the award rather than an open-market trade.
Worthington Steel, Inc. Chief Financial Officer Timothy A. Adams reported routine equity compensation activity involving common shares. On the same date, a performance share award granted in 2023 vested, resulting in an acquisition of 2,837 common shares at no cost. In connection with this vesting, 1,266 shares were withheld to cover tax withholding obligations, a non-market disposition rather than an open-market sale. After these transactions, Adams directly held 53,476 common shares, reflecting ongoing alignment with shareholders through equity-based compensation.
Worthington Steel, Inc. Chief Operating Officer Jeffrey R. Klingler reported compensation-related share activity on common shares. He received a grant/award of 8,655 common shares tied to the vesting of a performance share award granted in 2023, bringing his direct holdings to 107,559 common shares.
Upon vesting, 3,861 shares were withheld at $32.16 per share to satisfy tax withholding obligations, a non‑market disposition recorded under code F. The filing also shows indirect holdings of 1.22 common shares through a 401(k) and 4,600 common shares through an IRA.
Worthington Steel, Inc. Chief Financial Officer Timothy A. Adams reported an automatic tax-related share disposition. On the vesting of restricted stock, 1,153 Common Shares were withheld at $33.58 per share to satisfy tax withholding obligations. After this non‑market transaction, he directly holds 51,905 Common Shares.
Worthington Steel, Inc. President and CEO Geoffrey G. Gilmore reported a routine tax-related share disposition. On June 30, 2026, 9,075 common shares were withheld upon the vesting of restricted stock to satisfy his tax withholding obligations, at an indicated price of $33.58 per share. Following this non-derivative tax-withholding event, he directly holds 335,857 common shares.