Worthington Steel: Kloeckner holders reject control pact

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

Positive

Negative

8-K Event Classification

Key Figures

Key Terms

What did the Kloeckner shareholder vote mean for Worthington Steel (WS)?

When did Worthington Steel complete its Kloeckner takeover offer?

Press Releases

Worthington Steel completed its voluntary public takeover offer for Kloeckner on June 3, 2026.

(Moderate)

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Worthington Steel, Inc. said Kloeckner & Co SE shareholders did not approve the proposed domination and profit and loss transfer agreement with Worthington Steel GmbH, its wholly owned indirect subsidiary; the agreement will not become effective. Worthington Steel said the vote affects the timing, mix and manner in which certain goals can be realized, particularly in the near term.

Worthington Steel currently holds approximately 62% of Kloeckner’s share capital and voting rights. The vote does not affect its majority stake, the inclusion of Kloeckner’s results in consolidated financial reporting or financing arrangements. Worthington Steel said it remains committed to the combination and will pursue commercial, procurement, operational and strategic opportunities within the existing ownership and governance structure and in accordance with applicable law. Kloeckner shareholders also approved the election of five Supervisory Board members, who had been serving following court appointment in July 2026, and amendments to its Articles of Association intended to simplify ongoing governance.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

How the balance works

None.

Moderate pointThe DPLTA will not take effect; the vote affects certain goals’ timing, mix and manner in the near term.

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, or exhibit attachments filed with this report.

Kloeckner share capital and voting rights held: Approximately 62% Supervisory Board members approved for election: 5 members Kloeckner sales: Some €6.4 billion +3 more

6 metrics

Kloeckner share capital and voting rights held Approximately 62% Worthington Steel’s current stake

Supervisory Board members approved for election 5 members Kloeckner extraordinary general meeting

Kloeckner sales Some €6.4 billion Fiscal year 2025

Worthington Steel employees Approximately 12,000 people Combined totals across wholly owned businesses, consolidated affiliates including Kloeckner, and an unconsolidated affiliate

Worthington Steel facilities Approximately 150 facilities Combined totals across wholly owned businesses, consolidated affiliates including Kloeckner, and an unconsolidated affiliate

Kloeckner warehouse and processing locations Around 110 locations Kloeckner’s distribution and service network

domination and profit and loss transfer agreement, financial consolidation, public delisting tender offer, Articles of Association

4 terms

domination and profit and loss transfer agreement financial

"proposed domination and profit and loss transfer agreement"

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.

financial consolidation financial

"does not affect this financial consolidation"

The process of combining the financial statements of a parent company and its subsidiaries into a single set of statements that show the group’s overall assets, liabilities, income and cash flows. It removes internal transactions between the companies so the numbers reflect the economic reality of the whole business, like adding together the scores of a sports team rather than individual players. Investors use consolidated figures to judge the size, profitability and financial health of the entire corporate group.

public delisting tender offer financial

"Following the subsequent public delisting tender offer"

A public delisting tender offer is a formal, open offer made to all shareholders to buy their shares at a set price with the goal of removing the company’s stock from a public exchange. Think of it like a buyer offering to purchase everyone’s tickets so the show can move behind closed doors; it matters to investors because it affects when and how they can sell shares, the price they receive, and whether the market for the stock will continue to exist.

Articles of Association regulatory

"amendments to Kloeckner’s Articles of Association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Kloeckner & Co SE shareholders did not approve the proposed domination and profit and loss transfer agreement with Worthington Steel GmbH, so it will not become effective. Worthington Steel said the result affects the timing, mix and manner of certain goals, particularly in the near term.

Worthington Steel completed its voluntary public takeover offer for Kloeckner on June 3, 2026. Following a subsequent public delisting tender offer, Worthington Steel currently holds approximately 62% of Kloeckner’s share capital and voting rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/23/2026 - 11:56 AM EDT Accepted by SEC EDGAR 10/23/2026 - 11:55 AM EDT

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

October 23, 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 October 23, 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 23, 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.

Exhibit 99.1

Worthington Steel Confirms Its Kloeckner Strategy Following Shareholder Vote

COLUMBUS, OHIO (October 23, 2026) – Worthington Steel, Inc. (NYSE: WS) today announced that the proposed domination and profit and loss transfer agreement (“DPLTA”) between Kloeckner & Co SE (“Kloeckner”) and Worthington Steel GmbH, a wholly owned indirect subsidiary of Worthington Steel, did not receive the required shareholder approval at Kloeckner’s extraordinary general meeting in Düsseldorf, Germany. As a result, the DPLTA will not become effective. Worthington Steel remains committed to delivering on the long-term strategic and economic rationale of the transaction. For now, the company will operate within the existing ownership and governance structure and will pursue commercial, procurement, operational and strategic opportunities that can be advanced within that framework and in accordance with applicable law.

“The path forward is clear, and we will begin work immediately,” said Geoff Gilmore, Worthington Steel President and CEO. “The vote will affect the timing, mix and manner in which certain goals can be realized, particularly in the near term, but it does not change our conviction regarding the compelling strategic rationale for the acquisition. We continue to see significant long-term synergy and value-creation potential and will pursue relevant opportunities consistent with the existing governance framework.”

Worthington Steel has included Kloeckner’s financial results in its consolidated financial reporting since completing the acquisition of a majority stake in June 2026. The outcome of the vote does not affect this financial consolidation or its financing arrangements.

Worthington Steel completed its voluntary public takeover offer for Kloeckner on June 3, 2026. Following the subsequent public delisting tender offer, Worthington Steel currently holds approximately 62% of Kloeckner’s share capital and voting rights. Following the vote, Worthington Steel’s existing majority stake in Kloeckner and its strategic commitment to the combination remain unaffected.

At the extraordinary general meeting, Kloeckner shareholders approved the proposed election of five Supervisory Board members who had already been serving on the Board following their court appointment in July 2026. Shareholders also approved amendments to Kloeckner’s Articles of Association intended to simplify ongoing corporate governance.

Further information on the public takeover offer and public delisting offer is available at www.strong-for-good.com.

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: The employee and facility counts above reflect the combined totals of Worthington’s wholly owned businesses, consolidated affiliates including Kloeckner, and unconsolidated affiliate consistent with our past practices.

About Kloeckner & Co

Kloeckner & Co is 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.

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, but are not limited to, limitations on Worthington Steel’s ability to direct Kloeckner’s operations under the existing governance framework; delays in or failure to realize anticipated synergies and other acquisition benefits; and risks, uncertainties and impacts described from time to time in Worthington Steel’s filings with the Securities and Exchange Commission.

Media Contacts:

Worthington Steel

Melissa Dykstra

Vice President, Corporate Communications and Investor Relations

Phone: 614-840-4144

Melissa.Dykstra@WorthingtonSteel.com

Source: View Original Filing on SEC EDGAR

4 documents

WORTHINGTON STEEL, INC.

Date: October 23, 2026

/s/ Joseph Y. Heuer

Joseph Y. Heuer

Vice President - General Counsel and Secretary

EX-99.1 EX-99.1 9.0 KB