Worthington Steel: Failed vote means at least a year wait
A vote that misses the required 75% majority would mean Worthington Steel will not pursue another DPLTA vote for at least one year.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Worthington Steel, Inc. said the Kloeckner & Co SE extraordinary general meeting will take place on October 23, 2026, with a vote on implementing a domination and profit and loss transfer agreement (DPLTA). If the vote does not achieve the required 75% majority of the capital represented, Worthington Steel will not pursue another DPLTA vote for at least one year from the meeting date.
The companies entered into the DPLTA on September 8, 2026. It remains subject to approval by Kloeckner shareholders and registration with the competent commercial register; until it becomes effective, Kloeckner continues to operate independently. The expected combined organization would have approximately 12,000 employees and 150 facilities, primarily in North America, with additional operations in Europe and Asia.
8-K Event Classification
Key Figures
Key Terms
Domination and Profit and Loss Transfer Agreement regulatory
extraordinary general meeting regulatory
competent commercial register regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
If the Kloeckner vote falls short of 75%, what will Worthington Steel (WS) do?
What must happen before the Kloeckner DPLTA becomes effective, according to Worthington Steel (WS)?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 7.01 | Regulation FD Disclosure. |
On October 21, 2026, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Document Description | |
| 99.1 | Press Release dated October 21, 2026.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Furnished herewith and not filed. |
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: October 21, 2026 | By: | /s/ Joseph Y. Heuer | ||||
| Name: | Joseph Y. Heuer | |||||
| Title: | Vice President - General Counsel and Secretary | |||||
Exhibit 99.1
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Worthington Steel Issues Statement Ahead of Kloeckner & Co Extraordinary General Meeting
COLUMBUS, OHIO (October 21, 2026) – In relation to the upcoming extraordinary general meeting (EGM) of Klöckner & Co SE (Kloeckner) and in response to investor inquiries, especially as it concerns the vote on the implementation of a domination and profit and loss transfer agreement (DPLTA), Worthington Steel, Inc. (NYSE: WS) makes the following statement:
The EGM will take place as planned on Friday, Oct. 23, 2026, in Düsseldorf, Germany, including agenda item two, the vote on the implementation of a DPLTA.
Should the vote on the DPLTA not achieve the required 75% majority of the capital represented, Worthington Steel will not pursue another vote on the implementation of a DPLTA for at least one year from the date of the upcoming EGM.
About Worthington Steel
Worthington Steel (NYSE: WS) is one of North America’s leading value-added metals processing and manufacturing companies. The company partners 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 challenges across a broad range of industries.
Worthington Steel employs approximately 12,000 people and operates approximately 150 facilities, primarily in North America, with additional operations in Europe and Asia. The company combines extensive processing expertise with advanced manufacturing technologies, including galvanizing, pickling, configured blanking, specialty cold reduction, electrical steel laminations, fabrication and precision processing.
Guided by its people-first Philosophy and a commitment to safety, innovation and continuous improvement, Worthington Steel creates long-term value by delivering trusted solutions for customers, opportunities for employees, returns for shareholders and strength for the communities where it operates.
Important Information: On September 8, 2026, Worthington Steel and Kloeckner & Co entered into a Domination and Profit and Loss Transfer Agreement (“DPLTA”), which remains subject to approval by Kloeckner shareholders and the registration with the competent commercial register before becoming effective. Until the DPLTA becomes effective, Kloeckner continues to operate independently. The employee and facility counts above reflect the expected combined organization following the DPLTA becoming effective.
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Worthington Steel
October 21, 2026
Page 2
Safe Harbor Statement
Worthington Steel wishes to take advantage of the safe harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements by Worthington Steel which are not historical information constitute “forward looking statements” within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in Worthington Steel’s filings with the Securities and Exchange Commission.
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