Worthington Steel sets €11 offer in Klöckner control deal
Worthington Steel moves to formal domination and profit transfer over Kloeckner, pending a three‑fourths shareholder vote and German court registration.
Rhea-AI Filing Summary
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.
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Filing Explained
The filing places the signed DPLTA after Worthington Steel’s voluntary takeover of Kloeckner completed on
8-K Event Classification
Key Figures
Key Terms
Domination and Profit and Loss Transfer Agreement regulatory
German Stock Corporation Act (AktG) regulatory
Spruchverfahren regulatory
extraordinary general meeting regulatory
recurring annual compensation payment financial
commercial register (Handelsregister) regulatory
FAQ
What agreement did Worthington Steel (WS) sign with Kloeckner & Co SE?
When is the DPLTA between WS and Kloeckner expected to become effective?
How large is Kloeckner & Co’s business mentioned in the WS filing?
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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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 8, 2026, Worthington Steel GmbH, a limited liability company under German law (“Worthington Steel GmbH”) and an indirect wholly-owned subsidiary of Worthington Steel, Inc. (the “Company”), as the controlling company, entered into a Domination and Profit and Loss Transfer Agreement (the “DPLTA”) with Klöckner & Co SE, a European stock corporation (Societas Europaea) incorporated under the laws of Germany (“Kloeckner”), as the controlled company.
The effectiveness of the DPLTA remains subject to (i) the approval of the DPLTA by Kloeckner’s general meeting with a qualified majority and Worthington Steel GmbH’s shareholder’s meeting and (ii) the registration of the DPLTA with the commercial register (Handelsregister) of the local court (Amtsgericht) at the registered seat of Kloeckner, with effectiveness to occur no earlier than January 1, 2027. While Kloeckner is expected to apply for registration of the DPLTA without undue delay after the expiry of the statutory contestation period for the general meeting resolution, registration may be delayed considerably pending potential shareholder litigation, if any, in Germany.
Under the DPLTA, when effective and subject to certain limitations pursuant to applicable law, (i) Worthington Steel GmbH will be entitled to issue binding instructions to the management board of Kloeckner, (ii) Kloeckner will transfer all of its annual profits to Worthington Steel GmbH, subject to, among other things, the creation or dissolution of certain reserves, and (iii) Worthington Steel GmbH will generally absorb all annual losses incurred by Kloeckner.
Additionally, according to the terms and conditions of the DPLTA, Worthington Steel GmbH will offer, at the election of each outside shareholder of Kloeckner, (i) to acquire the shares of such shareholder for a cash compensation of EUR 11.00 per share pursuant to Section 305 of the German Stock Corporation Act (Aktiengesetz, “AktG”), or (ii) to pay such shareholder a recurring annual compensation payment pursuant to Section 304 of the AktG in a gross amount of EUR 0.67 per share (EUR 0.66 net under the current taxation regime) for each full fiscal year of Kloeckner.
The adequacy of both forms of compensation may be challenged by outside shareholders of Kloeckner via court-led appraisal proceedings (Spruchverfahren) under German law, and it is possible that the courts in such appraisal proceedings may adjudicate higher compensation than agreed upon in the DPLTA. Such court-led appraisal proceedings will not delay the registration of the DPLTA with the relevant commercial register (i.e., the effectiveness of the DPLTA).
The foregoing description of the DPLTA does not purport to be complete and is qualified in its entirety by reference to the DPLTA, a non-binding English translation of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 8, 2026, the Company issued a press release announcing the execution of the DPLTA. 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 |
Document Description | |
| 10.1 | Domination and Profit and Loss Transfer Agreement, dated September 8, 2026, between Worthington Steel GmbH and Klöckner & Co SE (English translation). | |
| 99.1 | Press Release dated September 8, 2026.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Furnished herewith and not filed. |
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future, including, without limitation, the entry into and consummation of the DPLTA and related transactions, including its approval by Kloeckner’s general meeting with the requisite qualified majority of three fourths of the votes present at the general meeting. Such forward-looking statements are based on the current expectations of the Company and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. Forward-looking statements are not guarantees of future performance. Risks and uncertainties related to the DPLTA include, but are not limited to, the risk that its effectiveness may be delayed as a result of litigation or otherwise or may not occur, the risk that the DPLTA may be terminated, and risks associated with any appraisal proceedings. Risks and uncertainties may also include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the DPLTA, the impact the DPLTA may have on the business and operations of the Company, and the ability of the Company to retain and hire key personnel and maintain relationships with its suppliers and customers. These risks, as well as other risks, are more fully discussed in the Company’s reports filed with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors.” Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
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 8, 2026 | By: | /s/ Joseph Y. Heuer | ||
| Name: | Joseph Y. Heuer | |||
| Title: | Vice President - General Counsel and Secretary | |||
Exhibit 99.1
Worthington Steel Signs Domination and Profit and Loss Transfer Agreement with Kloeckner & Co SE
Kloeckner shareholder vote expected to take place on October 23, 2026
COLUMBUS, OHIO (September 8, 2026)—Worthington Steel, Inc., (NYSE: WS) announced today that it has signed a domination and profit and loss transfer agreement (“DPLTA”) pursuant to Sections 291 et seq. of the German Stock Corporation Act (AktG) with Kloeckner & Co SE (“Kloeckner”) as the controlled company via its wholly owned subsidiary, Worthington Steel GmbH.
The signing follows the completion of Worthington Steel’s voluntary public takeover offer for Kloeckner on June 3, 2026, and the subsequent delisting of Kloeckner shares from the regulated market of the Frankfurt Stock Exchange, effective August 12, 2026.
“We are pleased to have reached another important milestone in bringing Worthington Steel and Kloeckner together,” said Geoff Gilmore, president and CEO of Worthington Steel. “We continue to make good progress through the planned steps in the process. Subject to the required shareholder approval and completion of the remaining steps, we look forward to moving into the next phase in our combination and to working together to realize the opportunities ahead.”
The DPLTA is subject to approval by Kloeckner shareholders. At least 75% of the share capital represented must approve the agreement at a Kloeckner general meeting. An extraordinary general meeting is expected to take place on October 23, 2026.
Following shareholder approval and completion of the further required steps, the DPLTA will become effective upon registration with the commercial register at Kloeckner’s registered seat, at the earliest on January 1, 2027.
The DPLTA, the joint report of the management boards and further documents relating to the DPLTA will be made available on www.strong-for-good.com upon publication of the invitation to Kloeckner’s extraordinary general meeting.
About Worthington Steel
Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.
As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.
About Kloeckner & Co
Kloeckner & Co is now one of the largest producer-independent metals processors and one of the leading steel service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Kloeckner & Co supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Kloeckner & Co had sales of some €6.4 billion in fiscal year 2025. By consistently implementing its corporate strategy, Kloeckner & Co strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO2-reduced solutions under the Nexigen® umbrella brand.
Forward-Looking Statements
Certain statements contained in this press release regarding matters that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future, including, without limitation, statements regarding the entry into and consummation of the DPLTA and related transactions, including the approval of the DPLTA by Kloeckner’s general meeting with the requisite qualified majority of three fourths of the votes present at the general meeting, the timing of the extraordinary general meeting, the effectiveness and registration of the DPLTA and the anticipated combination of Worthington Steel and Kloeckner. Such forward-looking statements are based on the current expectations of Worthington Steel and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. Forward-looking statements are not guarantees of future performance. Risks and uncertainties related to the DPLTA include, but are not limited to, the risk that its effectiveness may be delayed as a result of litigation or otherwise
or may not occur, the risk that the DPLTA may be terminated, and risks associated with any appraisal proceedings. Risks and uncertainties may also include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the DPLTA, the impact the DPLTA may have on the business and operations of Worthington Steel, and the ability of Worthington Steel to retain and hire key personnel and maintain relationships with its suppliers and customers. These risks, as well as other risks, are more fully discussed in Worthington Steel’s reports filed with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors.” Any forward-looking statements speak only as of the date of this press release. Except as required by applicable law, Worthington Steel does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
ISIN: DE000KC01000; WKN: KC0100 ISIN: DE000KC01V24; WKN: KC01V2
Media Contacts:
Worthington Steel
Melissa Dykstra
Vice President, Corporate Communications and Investor Relations
Phone: 614-840-4144
Melissa.Dykstra@WorthingtonSteel.com
European Media Contact
Brunswick Group
Julia Klostermann
Director
+49 174-740-2796
Jklostermann@brunswickgroup.com