[Form 4] Worthington Steel, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Worthington Steel, Inc. (WS) filed a Form 4 reporting that non-employee director Mark C. Davis received an annual equity award of 1,107 restricted common shares on 06/27/2025 under the company’s 2023 Equity Incentive Plan for Non-Employee Directors. The award was granted at $0 cost and will vest at the next Annual Meeting provided Mr. Davis remains on the Board. Following the grant, his direct beneficial ownership increased to 15,383 common shares. No derivative securities were involved and no shares were disposed of. The filing was signed by attorney-in-fact Joseph Y. Heuer on 06/30/2025.

Positive

• Director equity stake rises to 15,383 shares, modestly enhancing alignment with shareholder interests.
• No cash expense to the company; grant is part of established equity plan.

Negative

• Minor dilution from issuance of 1,107 new shares, though impact on EPS is immaterial.

Insights

Corporate Governance Expert

TL;DR: Routine board equity grant; aligns incentives, immaterial dilution, neutral market impact.

The reported transaction is a standard annual restricted-stock award to a non-employee director, typical of S&P SmallCap governance practice. The 1,107-share grant raises Davis’s holdings to 15,383 shares, modestly improving director–shareholder alignment without cash outlay. Because the share count is negligible versus Worthington Steel’s total shares outstanding, dilution and EPS impact are immaterial. No red flags regarding compliance or unusual timing are evident. Overall, this filing carries minimal financial significance for investors.

Securities Analyst

TL;DR: Neutral insider activity; tiny size, no buy/sell signal for WS.

Form 4 shows an equity grant, not an open-market purchase. Such awards do not convey valuation opinions and therefore provide little insight into insider sentiment. The 1,107 shares represent well under 0.01% of shares outstanding, so liquidity, float and dilution effects are negligible. Investors should treat this as routine administrative disclosure rather than a catalyst for the stock.

SEC Form 4

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

DAVIS MARK C

(Last) (First) (Middle)

100 OLD WILSON BRIDGE ROAD

(Street)

COLUMBUS OH 43085

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Worthington Steel, Inc. [ WS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/27/2025		A(1)		1,107	A	$0	15,383	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. An Award of restricted stock was granted pursuant to the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors. The restricted stock will vest on the date on which the next Annual Meeting of Shareholders of Worthington Steel, Inc. is held if the non-employee director remains on the Board.

	/s/ Joseph Y. Heuer, as attorney-in-fact for Mark C. Davis	06/30/2025
	** Signature of Reporting Person	Date
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.
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FAQ

How many shares did director Mark C. Davis receive according to the Worthington Steel (WS) Form 4?

He was granted 1,107 restricted common shares on 06/27/2025.

What is the vesting condition for the new Worthington Steel restricted shares?

The shares vest at the next Annual Meeting provided the director remains on the Board.

What is Mark C. Davis’s total direct ownership in WS after the transaction?

Following the grant, he directly owns 15,383 common shares.

Was any cash paid for the restricted shares granted to the Worthington Steel director?

No. The restricted stock was issued at $0 under the 2023 Equity Incentive Plan.

Does the Form 4 indicate any shares were sold or disposed of by the director?

No. The filing shows only an acquisition of shares; no dispositions were reported.