STOCK TITAN

Worthington Steel (WS) executive sells 11,105 shares and exercises stock options

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Worthington Steel, Inc. executive Clifford Larivey exercised stock options and sold shares in a mixed Form 4 transaction. On May 22, 2026, he sold 11,105 Common Shares in an open-market transaction at a weighted average price of $40.0945 per share, with actual prices ranging from $40.00 to $40.41. He also exercised several non-qualified stock options to acquire a total of 4,929 Common Shares at exercise prices of $14.37, $21.51, $33.36, and $34.10 per share. Following these transactions, he directly holds 64,308 Common Shares, and the option records indicate that at least one option grant was fully exercised.

Positive

  • None.

Negative

  • None.

Insights

Routine option exercises paired with an open-market sale, with substantial shares retained.

President of Flat Rolled Steel Processing, Clifford Larivey, exercised non-qualified stock options for 4,929 Common Shares at strike prices between $14.37 and $34.10. These options were granted under the Worthington Steel, Inc. 2023 Long Term Incentive Plan and show normal vesting schedules.

He also executed an open-market sale of 11,105 Common Shares at a weighted average price of $40.0945, with individual trades between $40.00 and $40.41. After the transactions, he directly holds 64,308 Common Shares, and the derivative summary shows no remaining options from the exercised grants.

The pattern reflects a common combination of option exercises and partial share monetization rather than a full exit. Future company filings may provide additional context on any remaining awards or subsequent transactions.

Insider Larivey Clifford
Role President Flat Rolled Stl Proc
Sold 11,105 shs ($445K)
Type Security Shares Price Value
Exercise Non-Qualified Stock Option (Right to Buy) 1,399 $0.00 --
Exercise Non-Qualified Stock Options (right to buy) 2,046 $0.00 --
Exercise Non-Qualified Stock Options (right to buy) 874 $0.00 --
Exercise Non-Qualified Stock Option (right to buy) 610 $0.00 --
Exercise Common Shares 1,399 $21.51 $30K
Exercise Common Shares 2,046 $14.37 $29K
Exercise Common Shares 874 $33.36 $29K
Exercise Common Shares 610 $34.10 $21K
Sale Common Shares 11,105 $40.0945 $445K
Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 1,400 shares (Direct, null); Non-Qualified Stock Options (right to buy) — 0 shares (Direct, null); Non-Qualified Stock Option (right to buy) — 1,240 shares (Direct, null); Common Shares — 71,883 shares (Direct, null)
Footnotes (1)
  1. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $40.00 to $40.41, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth. This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the date that fifty percent of the stock options will vest. The remaining fifty percent will vest on June 30, 2026 This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is date on which this option became fully exercisable. This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on June 28, 2026 and June 28,2027. This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on December 20, 2026 and December 20, 2027
Shares sold 11,105 shares Open-market sale of Common Shares on May 22, 2026
Weighted average sale price $40.0945 per share Sale price range $40.00–$40.41
Shares from option exercises 4,929 shares Common Shares acquired via non-qualified stock option exercises
Post-transaction holdings 64,308 shares Common Shares held directly after transactions
Option strike price $14.37 per share One non-qualified stock option grant exercise price
Option strike price $21.51 per share One non-qualified stock option grant exercise price
Option strike price $33.36 per share One non-qualified stock option grant exercise price
Option strike price $34.10 per share One non-qualified stock option grant exercise price
Non-Qualified Stock Option financial
"This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan."
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
weighted average price financial
"The price reported is a weighted average price. These common shares were sold in multiple transactions..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Long Term Incentive Plan financial
"This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan."
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Larivey Clifford

(Last)(First)(Middle)
100 OLD WILSON BRIDGE ROAD

(Street)
COLUMBUS OHIO 43085

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Worthington Steel, Inc. [ WS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President Flat Rolled Stl Proc
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares05/22/2026M1,399A$21.5171,883D
Common Shares05/22/2026M2,046A$14.3773,929D
Common Shares05/22/2026M874A$33.3674,803D
Common Shares05/22/2026M610A$34.175,413D
Common Shares05/22/2026S11,105D$40.0945(1)64,308D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (Right to Buy)$21.5105/22/2026M1,39906/30/2025(2)06/30/2033Common Shares1,399$0.001,400D
Non-Qualified Stock Options (right to buy)$14.3705/22/2026M2,04606/24/2025(3)06/24/2032Common Shares2,046$0.000D
Non-Qualified Stock Options (right to buy)$33.3605/22/2026M87406/28/2025(4)06/28/2034Common Shares874$0.001,776D
Non-Qualified Stock Option (right to buy)$34.105/22/2026M61012/20/2025(5)12/20/2034Common Shares610$0.001,240D
Explanation of Responses:
1. The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $40.00 to $40.41, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
2. This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the date that fifty percent of the stock options will vest. The remaining fifty percent will vest on June 30, 2026
3. This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is date on which this option became fully exercisable.
4. This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on June 28, 2026 and June 28,2027.
5. This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vest annually on December 20, 2026 and December 20, 2027
/s/Joseph Y. Heuer, as attorney-in-fact for Clifford Larivey05/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Worthington Steel (WS) executive Clifford Larivey report in this Form 4?

Clifford Larivey reported both option exercises and a share sale. He exercised non-qualified stock options for 4,929 Common Shares and sold 11,105 Common Shares in an open-market transaction, while continuing to hold a sizable direct stake afterward.

How many Worthington Steel (WS) shares did Clifford Larivey sell and at what price?

He sold 11,105 Common Shares at a weighted average price of $40.0945. The sale occurred in multiple trades, with prices ranging from $40.00 to $40.41 per share, as disclosed in the Form 4 footnote.

Which stock options did Clifford Larivey exercise in this Worthington Steel (WS) filing?

Larivey exercised several non-qualified stock option grants into 4,929 Common Shares. The options carried exercise prices of $14.37, $21.51, $33.36, and $34.10 per share and were issued under the Worthington Steel, Inc. 2023 Long Term Incentive Plan.

How many Worthington Steel (WS) shares does Clifford Larivey hold after these transactions?

After the reported transactions, Larivey directly holds 64,308 Common Shares. This post-transaction balance reflects the net effect of his option exercises and the open-market sale disclosed in the Form 4 filing.

Were Clifford Larivey’s option exercises tied to Worthington Steel’s 2023 Long Term Incentive Plan?

Yes, all the reported non-qualified stock options were granted under the 2023 Long Term Incentive Plan. Footnotes explain vesting schedules and indicate when each option first became exercisable or when portions will vest in future years.

Does this Worthington Steel (WS) Form 4 indicate any remaining options for Clifford Larivey from these grants?

The filing shows at least one option grant fully exercised and others partially outstanding. Derivative transaction lines list remaining option balances, while one grant’s post-transaction balance is zero, indicating it was completely exercised.