Every 8-K that Worthington Steel, Inc. (WS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow WS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WS filings page.
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.
Worthington Steel, Inc. (WS) has amended its earlier acquisition report on Klöckner & Co SE by providing full historical and pro forma financial information. The amendment includes Klöckner’s audited IFRS consolidated statements for 2024 and 2025 and unaudited pro forma condensed combined financials for Worthington Steel and Klöckner.
Klöckner generated €6,380.2 million in sales in 2025 (vs. €6,632.2 million in 2024) and recorded a net loss of €53.4 million (vs. €175.6 million loss in 2024), with operating result improving to a profit of €30.9 million. At December 31, 2025, Klöckner reported total assets of €3,279.3 million, equity of €1,582.2 million and net cash from operating activities of €109.5 million. The reports also detail recent small acquisitions, divestitures and goodwill impairment testing, giving investors a clearer view of the business Worthington Steel has acquired and the combined company’s illustrative financial profile.
Worthington Steel, Inc. opened the acceptance period for a public delisting tender offer for all outstanding shares of German metals processor Kloeckner & Co SE that it does not already own. Kloeckner shareholders can tender their shares for EUR 11.00 in cash per share.
The acceptance period runs from July 15, 2026 to August 12, 2026 (24:00 Frankfurt am Main local time / 18:00 New York local time). Worthington Steel already holds approximately 62% of Kloeckner’s outstanding shares following completion of a voluntary public takeover offer on June 3, 2026. The delisting tender is not subject to any closing conditions and has no minimum acceptance threshold, and is made on the terms set out in an offer document approved by German regulator BaFin under the German Securities Acquisition and Takeover Act (WpÜG).
Once the delisting becomes effective, Kloeckner shares will no longer be admitted to trading on regulated markets in Germany or on comparable markets abroad, which may result in significantly reduced liquidity and limited price discovery for the shares.
Worthington Steel, Inc. furnished a corrected fourth-quarter and fiscal 2026 earnings release for the period ended May 31, 2026 after identifying errors during year-end controls. The corrections add long-lived asset impairment charges in the Electrical Steel reporting unit and bridge nonrevolving loan commitment costs tied to financing for the Kloeckner acquisition. For 4Q 2026, net sales were $929.2 million, up 12% from $832.9 million, but the company reported an operating loss of $74.5 million versus operating income of $66.4 million a year earlier, driven largely by $112.2 million of goodwill and long-lived asset impairments and higher SG&A, including Kloeckner-related professional fees. Net loss attributable to controlling interest was $57.5 million, or $(1.15) per diluted share, compared with net earnings of $55.7 million, or $1.10 per diluted share, in 4Q 2025. On an adjusted non-GAAP basis, 4Q 2026 net earnings attributable to controlling interest were $38.3 million, or $0.75 per diluted share (vs. $1.05), and adjusted EBIT was $54.3 million (vs. $70.1 million). The company completed settlement of its offer for Kloeckner in June 2026, acquiring approximately 62% of outstanding shares, ended the year with $84.6 million in cash and $256.8 million of debt, and declared a quarterly dividend of $0.16 per share.
Worthington Steel, Inc. entered into a new asset-based revolving credit agreement providing an ABL facility of up to $550,000,000, replacing its prior revolving credit facility. The new facility can be increased by an uncommitted $200,000,000 and, before the Klӧckner Increase Effective Date, by an additional committed amount of $550,000,000–$650,000,000 without lender consent, subject to conditions.
Borrowings may be used to finance the Klӧckner Acquisition Transactions, for working capital, general corporate purposes and letter-of-credit reimbursement. The facility matures on June 25, 2031, is secured by substantially all assets of the company and guarantors, and includes financial covenants tied to a minimum fixed charge coverage ratio if excess availability falls below the greater of 10% of Line Cap or $41,000,000. Concurrently, the company terminated its former $550,000,000 secured revolving credit facility that would have matured on November 30, 2028.
Worthington Steel reported a fourth-quarter fiscal 2026 net loss as large non-cash charges offset higher sales and announced leadership and capital updates. Net sales rose 12% to $929.2 million, but a $94.5 million impairment in the Electrical Steel unit and higher acquisition-related expenses drove an operating loss of $57.6 million and a net loss attributable to controlling interest of $48.7 million, or $0.98 per diluted share. Adjusted net earnings were $37.9 million, or $0.74 per diluted share, and adjusted EBIT was $54.0 million, both below the prior year.
The company highlighted completion of the Kloeckner Acquisition after quarter-end, gaining about 62% of Klöckner’s outstanding shares, described as the largest deal in its history. Cash and cash equivalents were $84.6 million and net debt was $172.2 million as of May 31, 2026. The board declared a quarterly dividend of $0.16 per share, payable September 29, 2026. Worthington also corrected a non-GAAP footnote in its earlier earnings release, appointed Gwen Joseph as Corporate Controller and Principal Accounting Officer following the retirement of Steven R. Witt, and reaffirmed its focus on integration, value-added growth, and shareholder returns.
Worthington Steel, Inc. has completed its cash takeover of Klöckner & Co SE, acquiring 52,389,508 tendered shares at €11.00 per share and paying total consideration of €576,284,588. Together with previously held shares, Worthington Steel now owns 60,710,791 Klöckner shares, representing approximately 60.86% of Klöckner’s outstanding share capital.
The acquisition was funded with net proceeds from earlier U.S. Dollar- and Euro‑denominated notes, borrowings under a term loan, and cash on hand. Worthington Steel plans a Domination and Profit and Loss Transfer Agreement under German law to control Klöckner’s operations and profits, and intends to launch a public delisting tender offer at €11.00 per remaining share to remove Klöckner from regulated markets in Germany.
Worthington Steel, Inc. has completed key financing to support its planned acquisition of Klöckner & Co SE. The company issued $700 million of 7.750% senior secured notes due 2033 and entered into a new $700 million seven-year senior secured term loan B facility.
Worthington Steel plans to use the note and term loan proceeds, together with cash on hand, to fund the cash consideration for the Klöckner acquisition at €11.00 per share, repay certain existing debt of both companies, pay transaction fees and expenses, and provide working capital. Both the notes and the term loans are secured by liens on substantially all assets of Worthington Steel and its guarantor subsidiaries.
The notes include several investor protections, such as optional redemption features, a special mandatory redemption at par plus accrued interest if the Klöckner acquisition is not completed by March 12, 2027 (subject to a brief extension in some cases), and a change of control repurchase at 101% of principal. The company also amended its asset-based revolving credit agreement to expand collateral and align it with the new term loan structure.
Worthington Steel, Inc. reports that its subsidiary Worthington Steel GmbH (BidCo) has received final German merger control clearance for its voluntary public cash takeover of Klöckner & Co SE at €11.00 per Klöckner share.
All conditions in the offer document, including EU merger and investment clearances and EU foreign subsidies control clearance, have now been satisfied. The initial acceptance period for the offer ended on March 26, 2026 and the additional acceptance period ended on April 14, 2026, after which the offer closed. Worthington Steel and BidCo expect to consummate the Klöckner acquisition on June 3, 2026, subject to the agreed terms.
Worthington Steel, Inc. is pursuing the acquisition of Klöckner & Co SE via a voluntary public cash takeover offer at €11.00 per share and has launched a private offering of $900 million senior secured notes due 2033 to help finance the deal. The notes may initially be issued by a special-purpose escrow subsidiary, with proceeds held in escrow until closing conditions are met, and are subject to a special mandatory redemption at 100% of issue price plus interest if the acquisition is not completed by March 12, 2027. The company is also furnishing Klöckner’s audited 2025 and interim 2026 financial statements and unaudited pro forma combined financials; Klöckner reported 2025 sales of €6.38 billion and a net loss of €53.4 million.
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.
Worthington Steel, Inc. reported fiscal 2026 third-quarter net sales of $769.8 million, up 12% from $687.4 million a year earlier, driven by higher direct volumes and higher average direct selling prices, partly offset by weaker toll volumes. Operating income fell to $3.1 million from $18.3 million as gross margin declined and selling, general and administrative expense rose, including $15.4 million of professional fees tied to the proposed acquisition of Klöckner & Co SE.
Net earnings attributable to controlling interest were $10.4 million, down from $13.8 million, with diluted EPS of $0.20 versus $0.27. On an adjusted basis, diluted EPS was $0.27 compared to $0.35, and adjusted EBIT was $20.0 million versus $25.3 million. The company generated third-quarter free cash flow of $33.3 million and ended the period with $90.0 million in cash and cash equivalents and net debt of $161.4 million.
Worthington Steel entered into a Business Combination Agreement with Klöckner and launched a voluntary public tender offer for all outstanding Klöckner shares at €11 per share, with completion expected in the second half of calendar year 2026, subject to a minimum acceptance threshold and regulatory approvals. The board declared a quarterly dividend of $0.16 per common share, payable on June 26, 2026 to shareholders of record on June 12, 2026.
Worthington Steel, Inc. announced that its subsidiary Worthington Steel GmbH has amended the terms of its voluntary all-cash takeover offer for Klöckner & Co SE. The minimum acceptance threshold has been reduced from 65% to 57.5% of Kloeckner’s issued share capital.
As a result of the amendment, the acceptance period is extended by two weeks and will now expire on March 26, 2026. As of March 9, 2026, Worthington Steel has secured approximately 56.9% of Kloeckner’s issued share capital, while the offer price remains at €11.00 in cash per share, a 98% premium to Kloeckner’s undisturbed three‑month volume‑weighted average share price on December 5, 2025.
Worthington Steel has agreed a business combination with Germany’s Klöckner & Co SE, launching a voluntary public cash offer at €11.00 per Kloeckner share. A key shareholder owning about 42% of Kloeckner shares has given an irrevocable undertaking to tender its stake, while the offer requires at least 65% shareholder acceptance and multiple regulatory and market conditions to be met. Worthington Steel has signed an equity commitment letter to provide up to €1,632,000,000 to fund the offer, potential share purchases outside the offer and refinancing of Kloeckner’s existing debt, and has secured US$1.9 billion in debt commitments for expected permanent financing, with the offer not subject to a financing condition. An amendment to Worthington Steel’s revolving credit agreement permits consummation of the offer and related transactions.
Worthington Steel, Inc. reported its results for the three months ended November 30, 2025, and discussed its outlook for the third quarter of fiscal 2026 through a news release, conference call, and investor presentation, all of which are included as exhibits to this report. The company also announced that its board of directors declared a regular quarterly cash dividend of $0.16 per common share, declared on December 17, 2025, and payable on March 27, 2026, to shareholders of record as of March 13, 2026. The earnings materials include both GAAP and non-GAAP financial measures with reconciliations to help compare performance over time.
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.
Worthington Steel (NYSE:WS) filed an 8-K covering three key developments:
- Item 2.02: Furnished Q4 and full-year FY 2025 results and accompanying materials (Exhibits 99.1-99.3). Figures were not included in the 8-K text but GAAP and non-GAAP reconciliations are provided in the exhibits.
- Item 5.02: Long-time director Carl A. Nelson Jr. will retire on 9/24/25; Mark C. Davis was appointed to the Board and Audit Committee, expanding the board to 12 members.
- Item 8.01: Board declared a $0.16 per-share quarterly cash dividend, payable 9/26/25 to holders of record on 9/12/25.
No disagreements or related-party transactions were reported. The information under Item 2.02 is furnished, not filed, limiting Exchange Act liability.