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

Rhea-AI Filing Summary

Nancy G. Mistretta, a director of Worthington Steel, Inc. (WS), was granted 5,836 restricted shares of common stock on 09/26/2025 at no cash cost. After the award, she beneficially owns 15,393 shares. The restricted stock award was made under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors and will vest on the date of the next Annual Meeting of Shareholders if the director remains on the Board.

Positive

• Grant recorded: 5,836 restricted common shares acquired (code A(1)) at $0 cost
• Vesting condition disclosed: Shares vest on the date of the next Annual Meeting if the director remains on the Board
• Plan identified: Award granted under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors
• Post-transaction ownership: Beneficial ownership reported as 15,393 shares

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director equity grant increased beneficial ownership to 15,393 shares; no cash paid for the award.

The transaction is a non-derivative grant of 5,836 restricted common shares reported as an acquisition (code A(1)) with a $0 price, consistent with standard compensation for non-employee directors under the company's 2023 Equity Incentive Plan. The award vests contingent on continued board service through the next annual meeting. This is a governance/compensation event, not an operational or liquidity event, and contains no additional financial metrics.

Corporate Governance Expert

TL;DR: Director received time‑based restricted stock that vests at the next annual meeting, aligning compensation with continued service.

This restricted stock grant to a non-employee director is documented as subject to vesting tied to continued board membership through the next annual meeting of shareholders. The disclosure names the 2023 Equity Incentive Plan as the award vehicle and shows post-transaction beneficial ownership of 15,393 shares. The filing follows standard Section 16 reporting for insider equity awards.

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).

1. Name and Address of Reporting Person^*

Mistretta Nancy G.

(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)
09/26/2025

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	09/26/2025		A(1)		5,836	A	$0	15,393	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 Nancy G. Mistretta	09/30/2025
	** 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.
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.

FAQ

What did Nancy G. Mistretta acquire according to the Form 4 for WS?

The Form 4 reports Ms. Mistretta acquired 5,836 restricted common shares of Worthington Steel, Inc. on 09/26/2025 (transaction code A(1)) at a $0 price.

Under which plan were the restricted shares awarded?

The restricted stock was granted under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors.

When do the restricted shares vest?

The restricted shares will vest on the date of the next Annual Meeting of Shareholders if the non-employee director remains on the Board.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, Ms. Mistretta beneficially owns 15,393 shares.

What reporting status did the filing indicate for the reporting person?

The Form 4 indicates the reporting person is a Director and the form was filed by one reporting person.