Worthington Steel (NYSE: WS) posts Q1 update and $0.16 dividend

Rhea-AI Filing Summary

Worthington Steel, Inc. filed a current report covering several updates. The company furnished a news release, conference call transcript and investor presentation discussing results for the first quarter of fiscal 2026 and its outlook for the second quarter.

The filing also reports results of the 2025 Annual Meeting of Shareholders, where more than 88% of the 50,870,805 common shares outstanding as of the record date were represented, three directors were elected to three-year terms, executive compensation was approved in an advisory vote, and KPMG LLP was ratified as independent auditor for the fiscal year ending May 31, 2026.

The board of directors declared a quarterly cash dividend of $0.16 per common share, payable on December 26, 2025 to shareholders of record as of December 12, 2025.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2025

WORTHINGTON STEEL, INC.

(Exact name of Registrant as Specified in Its Charter)

Ohio			001-41830	92-2632000
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio				43085
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (614) 840-3462

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, without par value		WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On September 24, 2025, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended August 31, 2025 (the first quarter of fiscal 2026). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

We conducted a conference call on September 25, 2025, to discuss our unaudited financial results for the first quarter of fiscal 2026 and address our outlook for the second quarter of fiscal 2026. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference.

We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release, the investor presentation and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release and the investor presentation for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.

The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 24, 2025, we held our 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on July 29, 2025, the record date for the Annual Meeting, there were a total of 50,870,805 common shares outstanding and entitled to vote. At the Annual Meeting, the holders of 45,234,278 (in excess of 88%) of our common shares were represented by proxy, constituting a quorum.

The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows:

Proposal 1 — Election of Directors

			Votes For		Votes Against		Abstentions		Broker Non-Votes
	Jon J. Bowsher		35,619,116		6,235,543		38,206		3,341,413
	Charles M. Chiappone		39,296,870		2,546,167		49,828		3,341,413
	Mary Schiavo		32,653,766		9,047,388		191,711		3,341,413

At the Annual Meeting, our shareholders elected each of Mr. Bowsher, Mr. Chiappone and Ms. Schiavo as a director for a three-year term, expiring at the annual meeting of shareholders occurring in 2028.

Proposal 2 — Advisory Vote to Approve the Compensation of the NEOs

Votes For		Votes Against		Abstentions		Broker Non-Votes
40,379,527		1,245,153		268,185		3,341,413

At the Annual Meeting, our shareholders approved the advisory resolution to approve the compensation of our named executive officers, as described in our proxy statement for the Annual Meeting.

Proposal 3 — Ratification of the Selection of Independent Registered Public Accounting Firm

Votes For		Votes Against		Abstentions
44,923,177		267,429		43,672

At the Annual Meeting, our shareholders ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2026.

Item 8.01 Other Events.

On September 24, 2025, we issued a news release (the “Dividend Release”) reporting that our board of directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on September 24, 2025, and is payable on December 26, 2025,

to our shareholders of record at the close of business on December 12, 2025. A copy of the Dividend Release is filed herewith as Exhibit 99.4.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	News Release of Worthington Steel, Inc. issued on September 24, 2025 (Financial News Release)
99.2	Transcript of Worthington Steel, Inc. Earnings Conference Call held on September 25, 2025
99.3	Investor Presentation of Worthington Steel, Inc., dated September 24, 2025
99.4	News Release of Worthington Steel, Inc. issued on September 24, 2025 (Dividend Release)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WORTHINGTON STEEL, INC.
Date:	September 29, 2025	By:	/s/ Joseph Y. Heuer
			Joseph Y. Heuer Vice President - General Counsel and Secretary

FAQ

What does Worthington Steel (WS) report in this 8-K filing?

Worthington Steel reports its first quarter fiscal 2026 results, provides related presentation materials, discloses outcomes of the 2025 Annual Meeting of Shareholders, confirms auditor ratification, and announces a new quarterly cash dividend of $0.16 per common share with specified record and payment dates.

What dividend did Worthington Steel (WS) declare and when is it payable?

The board declared a quarterly cash dividend of $0.16 per common share. It was declared on September 24, 2025, and is payable on December 26, 2025 to shareholders of record at the close of business on December 12, 2025.

How many Worthington Steel (WS) shares were eligible to vote at the 2025 Annual Meeting?

At the close of business on July 29, 2025, there were 50,870,805 common shares outstanding and entitled to vote. At the Annual Meeting, holders of 45,234,278 shares, representing in excess of 88% of those shares, were represented by proxy, constituting a quorum.

Which directors were elected at Worthington Steel’s 2025 Annual Meeting?

Shareholders elected Jon J. Bowsher, Charles M. Chiappone and Mary Schiavo as directors. Each was elected for a three-year term, with the terms scheduled to expire at the annual meeting of shareholders occurring in 2028, based on the voting results disclosed.

Did Worthington Steel (WS) shareholders approve executive compensation?

Yes. Shareholders approved the advisory resolution on the compensation of the named executive officers. The advisory vote received 40,379,527 votes for, 1,245,153 votes against, 268,185 abstentions and 3,341,413 broker non-votes, as summarized in the filing’s voting results.

Who is Worthington Steel’s auditor for the fiscal year ending May 31, 2026?

Shareholders ratified the selection of KPMG LLP as Worthington Steel’s independent registered public accounting firm. The ratification vote received 44,923,177 votes for, 267,429 votes against, and 43,672 abstentions for the fiscal year ending May 31, 2026.

What first quarter fiscal 2026 materials did Worthington Steel provide to investors?

Worthington Steel furnished a financial news release reporting first quarter fiscal 2026 results, a transcript of its September 25, 2025 earnings conference call, and an investor presentation dated September 24, 2025, all incorporated by reference as Exhibits 99.1, 99.2 and 99.3.