Worthington Steel (NYSE: WS) passes 58.8% in Kloeckner cash tender offer

Rhea-AI Filing Summary

Worthington Steel, Inc. reported that its voluntary public tender offer for Kloeckner & Co SE has passed a key milestone. At the end of the initial acceptance period on March 26, 2026, the offer’s minimum acceptance threshold of 57.5% was exceeded, with Worthington Steel securing approximately 58.8% of Kloeckner’s issued share capital through tendered shares and other voting instruments.

Kloeckner shareholders who have not yet tendered may still accept during an additional acceptance period running from April 1 to April 14, 2026. Completion of the offer remains subject to certain regulatory approvals and is expected in the second half of 2026.

Worthington Steel has communicated its firm intention to pursue a domination and profit and loss transfer agreement with Kloeckner after completion, and may later evaluate structural measures such as a potential delisting or squeeze-out, subject to legal and economic considerations. The all-cash offer of €11.00 per share represents a 98% premium to Kloeckner’s undisturbed three-month volume-weighted average share price as of December 5, 2025. Kloeckner’s Management and Supervisory Boards have described the offer and its amendment as attractive, fair and appropriate and recommend that shareholders accept.

Insights

M&A and capital markets analyst

Passing 57.5% acceptance moves Kloeckner takeover toward control, pending approvals.

Worthington Steel has crossed the minimum 57.5% acceptance threshold, reaching about 58.8% of Kloeckner’s issued share capital. This level, if maintained through closing, positions Worthington for effective control once the remaining regulatory conditions are satisfied.

The cash offer of €11.00 per share at a 98% premium to the undisturbed three‑month VWAP suggests a substantial valuation uplift for tendering shareholders. Kloeckner’s boards have called the offer attractive, fair and appropriate and recommend acceptance, which can further support participation in the additional acceptance period through April 14, 2026.

Post‑closing, Worthington plans to seek a domination and profit and loss transfer agreement and may evaluate structural steps such as a potential delisting or squeeze‑out, subject to legal and economic tests. Actual outcomes will depend on final acceptance levels, regulatory clearances and execution of integration and synergy plans outlined in Worthington’s SEC filings.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Minimum acceptance threshold: 57.5% of issued share capital Accepted and secured stake: 58.8% of issued share capital Offer price: €11.00 per share +5 more

8 metrics

Minimum acceptance threshold 57.5% of issued share capital Condition for Worthington Steel’s takeover offer for Kloeckner

Accepted and secured stake 58.8% of issued share capital Kloeckner shares and voting instruments secured by March 26, 2026

Offer price €11.00 per share All-cash offer for each outstanding Kloeckner share

Offer premium 98% premium Versus undisturbed three-month VWAP as of December 5, 2025

Additional acceptance period April 1–14, 2026 Window for remaining Kloeckner shareholders to tender shares

Expected completion timing Second half of 2026 Planned closing period, subject to regulatory approvals

Kloeckner 2024 sales €6.6 billion Kloeckner’s fiscal year 2024 sales volume

Kloeckner locations Around 110 locations Warehouse and processing sites in North America and DACH region

Key Terms

domination and profit and loss transfer agreement, Tier II tender offer, three-month volume-weighted average share price, squeeze-out of minority shareholders, +2 more

6 terms

domination and profit and loss transfer agreement financial

"firm intention to enter into a domination and profit and loss transfer agreement (“DPLTA”) with Kloeckner"

A domination and profit and loss transfer agreement is a legal contract in which a parent company takes control of a subsidiary’s management decisions while the subsidiary agrees to pass its profits to the parent and have the parent cover its losses. For investors this shifts who bears gains and risks, concentrates decision-making and cash flows, can change how results are reported and taxed, and affects minority shareholder protections—like one household running another’s budget and collecting its surplus while covering any shortfalls.

Tier II tender offer regulatory

"subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer"

three-month volume-weighted average share price financial

"represents a premium of 98% to the undisturbed three-month volume-weighted average share price of Kloeckner as of December 5, 2025"

squeeze-out of minority shareholders financial

"including a potential delisting of Kloeckner or a squeeze-out of minority shareholders"

foreign private issuer regulatory

"securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

German Securities Acquisition and Takeover Act (WpÜG) regulatory

"on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”)"

Understanding 8-K Material Events →

false 0001968487 0001968487 2026-03-31 2026-03-31

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

March 31, 2026

Date of Report (Date of earliest event reported)

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

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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 7.01 Regulation FD Disclosure.*

On March 31, 2026, Worthington Steel, Inc., an Ohio corporation (the “Company” or “Worthington Steel”) issued a press release announcing the results of the initial acceptance period for the previously announced voluntary public cash takeover offer (the “Offer”) by Worthington Steel GmbH, a limited liability company established under German law (Gesellschaft mit beschränkter Haftung) (“Bidder”) and a wholly owned indirect subsidiary of Worthington Steel, to the shareholders of Klöckner & Co SE, a European stock corporation (societas europaea) organized under the laws of Germany (“Kloeckner”). A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Document Description
99.1*		Press Release, dated March 31, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The information “furnished” in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Important Information

This Current Report on Form 8-K and the materials included herewith constitute neither an offer to purchase nor a solicitation of an offer to sell Kloeckner shares. The final provisions relating to the takeover offer are disclosed in the offer document, as amended. Bidder reserves the right to deviate from the key points set out herein and in the offer document, as amended, in the final terms of the takeover offer to the extent legally permissible. Investors and Kloeckner shareholders are strongly advised to read the offer document, as amended, and all other documents relating to the takeover offer, as they contain important information.

The Offer (as amended, “takeover offer”) is being made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) and certain securities laws provisions of the United States of America (the “United States” or “U.S.”). The takeover offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document, as amended, and any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This Current Report on Form 8-K may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law.

Bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Kloeckner shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.

The takeover offer referenced in this Current Report on Form 8-K relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to Bidder and the company included elsewhere, including in the offer document, as amended, has been and will be prepared in accordance with provisions applicable in the Federal Republic of Germany and has not been and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities

regulator. Kloeckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is being made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The takeover offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer is being made to the company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the company to whom an offer is made. Any informational documents, including this Current Report on Form 8-K, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the company’s other shareholders. To the extent that the takeover offer is subject to U.S. securities laws, such laws only apply to Kloeckner shareholders in the United States, and no other person has any claims under such laws.

Any agreement concluded with the bidder as a result of the acceptance of the planned takeover offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. This Current Report on Form 8-K includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition, the expected outcomes of the proposed acquisition, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition; (ii) the financing arrangements relating to the acquisition, (iii) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (iv) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (v) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vi) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in amendments the offer document yet to be published after publication of the documents or notifications. This Current Report on Form 8-K speaks only as of the date hereof. Each of Worthington Steel and Kloeckner disclaims any duty to update the information herein.

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: March 31, 2026				By:		/s/ Joseph Y. Heuer
				Name:		Joseph Y. Heuer
				Title:		Vice President - General Counsel and Secretary

Exhibit 99.1

Worthington Steel exceeds minimum acceptance threshold for Kloeckner & Co offer; additional acceptance period available until April 14, 2026

COLUMBUS, OHIO (March 31, 2026) – Worthington Steel (NYSE: WS) today announced the result of the initial acceptance period of its voluntary public tender offer for Kloeckner & Co SE.

At the expiration of the initial acceptance period on March 26, 2026, the minimum acceptance threshold of 57.5% has been exceeded and the corresponding offer condition has been satisfied. Worthington Steel has secured approximately 58.8% of Kloeckner & Co’s issued share capital, including shares tendered into the offer and shares or other instruments providing voting rights in Kloeckner acquired by Worthington Steel GmbH, a wholly owned subsidiary of Worthington Steel.

Kloeckner shareholders who have not yet accepted the offer may do so during the additional acceptance period, which will commence on April 1, 2026 and expire on April 14, 2026 at 24:00 hours (local time Frankfurt am Main).

“We are pleased with the strong support from shareholders during the initial acceptance period, which brings us an important step closer to completing the transaction,” said Geoff Gilmore, Worthington Steel President and CEO. “As we enter the additional acceptance period, we are delighted to provide shareholders with another opportunity to participate in the offer.”

Completion of the Offer remains subject to receipt of certain regulatory approvals and is expected to occur in the second half of 2026. On March 27, 2026, Worthington Steel informed Kloeckner about its firm intention to enter into a domination and profit and loss transfer agreement (“DPLTA”) with Kloeckner & Co immediately after completion of the Offer and Kloeckner published an ad hoc announcement to this effect on the same day. Worthington Steel is confident that it will secure the required majority at the general meeting to approve the conclusion of the DPLTA. In addition, Worthington Steel intends to evaluate, subject to market conditions and acceptance levels, the implementation of structural measures, including a potential delisting of Kloeckner or a squeeze-out of minority shareholders, to the extent legally permissible and economically appropriate following the completion of the transaction.

Worthington Steel GmbH, the subsidiary established for the acquisition of Kloeckner, announced the intention to launch an all-cash offer of €11.00 per share for all outstanding shares of Kloeckner on January 15, 2026. This represents a premium of 98% to the undisturbed three-month volume-weighted average share price of Kloeckner as of December 5, 2025. The offer document was published on February 5, 2026, and the amendment to the offer was published on March 10, 2026. The Management Board and Supervisory Board of Kloeckner have assessed the offer and the amendment as attractive, fair and appropriate and recommend that Kloeckner shareholders accept the offer.

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March 31, 2026

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The offer document and offer amendment (in German and a non-binding English translation) and other information pertaining to the offer are available on the offer website at www.strong-for-good.com.

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

Kloeckner is one of the largest producer-independent steel and metal processors and one of the leading 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 supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Kloeckner had sales of some €6.6 billion in fiscal year 2024. By consistently implementing its corporate strategy, Kloeckner 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.

The shares of Kloeckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Kloeckner & Co SE shares are listed in the SDAX^® index of Deutsche Börse.

ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576

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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

Important information:

This press release constitutes neither an offer to purchase nor a solicitation of an offer to sell Kloeckner shares. The terms and conditions relating to the offer (as amended by the Offer Amendment, the “takeover offer”) are set out in the offer document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and the Offer Amendment. The bidder reserves the right to deviate from the key points set out herein in the final terms of the takeover offer to the extent legally permissible. Investors and Kloeckner shareholders are strongly advised to read the offer document, the Offer Amendment and all other documents relating to the takeover offer as soon as they are published, as they contain important information.

The takeover offer is exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG) and certain securities laws provisions of the United States of America (the “United States” or “U.S.”). The takeover offer is not made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no takeover offer is made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law.

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The bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Kloeckner shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.

The published takeover offer referenced in this press release relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the bidder and Kloeckner included elsewhere, including in the offer document and the Offer Amendment, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Kloeckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The takeover offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer is made to Kloeckner’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Kloeckner to whom an offer is made. Any informational documents, including this press release, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Kloeckner’s other shareholders. To the extent that the takeover offer is subject to United States securities laws, such laws only apply to Kloeckner shareholders in the United States, and no other person has any claims under such laws.

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Any agreement concluded with the bidder as a result of the acceptance of the takeover offer is governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for Kloeckner shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the Kloeckner are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.

Forward-looking statements

This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition and the benefits of the transaction, the expected outcomes of the proposed acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the impact on Worthington Steel’s earnings, Worthington Steel’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause

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March 31, 2026

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results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) the financing arrangements relating to the acquisition, (iii) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (iv) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (v) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vi) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in the Offer Document or Offer Amendment after publication of the documents, notifications or the Offer Document or the Offer Amendment. This press release speaks only as of the date hereof. Each of Worthington Steel and Kloeckner disclaims any duty to update the information herein.

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FAQ

What percentage of Kloeckner shares has Worthington Steel (WS) secured so far?

Worthington Steel has secured approximately 58.8% of Kloeckner & Co’s issued share capital. This includes shares tendered into the offer and other instruments providing voting rights, surpassing the 57.5% minimum acceptance threshold required for a key offer condition.

What is the offer price in Worthington Steel’s tender offer for Kloeckner?

Worthington Steel’s subsidiary launched an all-cash offer of €11.00 per Kloeckner share. The company states this represents a 98% premium to Kloeckner’s undisturbed three-month volume-weighted average share price as of December 5, 2025.

When does the additional acceptance period for the Kloeckner offer end?

Kloeckner shareholders may tender during an additional acceptance period from April 1 to April 14, 2026. The period ends at 24:00 hours local time in Frankfurt am Main, giving remaining shareholders extra time to participate in the offer.

When is Worthington Steel expecting to complete the Kloeckner acquisition?

Completion of the offer is expected to occur in the second half of 2026, subject to remaining conditions. These include receiving specified regulatory approvals and satisfying other closing requirements set out in the offer documentation and related disclosures.

How have Kloeckner’s boards responded to Worthington Steel’s €11.00 offer?

Kloeckner’s Management Board and Supervisory Board have assessed the €11.00 per share offer, and its amendment, as attractive, fair and appropriate. They recommend that Kloeckner shareholders accept the takeover offer under the terms set out in the offer document.

What structural steps might Worthington Steel consider after acquiring Kloeckner?

Worthington Steel intends to seek a domination and profit and loss transfer agreement with Kloeckner after closing. It also plans to evaluate, subject to conditions, potential structural measures such as a delisting or squeeze-out of minority shareholders where legally permissible and economically appropriate.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 26.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB