Worthington Steel (WS) CFO logs performance share vesting and tax withholding

Rhea-AI Filing Summary

Worthington Steel, Inc. Chief Financial Officer Timothy A. Adams reported routine equity compensation activity involving common shares. On the same date, a performance share award granted in 2023 vested, resulting in an acquisition of 2,837 common shares at no cost. In connection with this vesting, 1,266 shares were withheld to cover tax withholding obligations, a non-market disposition rather than an open-market sale. After these transactions, Adams directly held 54,742 common shares, reflecting ongoing alignment with shareholders through equity-based compensation.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ADAMS TIMOTHY A

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	2,837	$0.00	--
Tax Withholding	Common Shares	1,266	$32.16	$41K

Holdings After Transaction: Common Shares — 54,742 shares (Direct, null)

Footnotes (1)

1. Represents the vesting of a performance share award granted in 2023. Represents shares withheld upon the vesting of a performance share award in order to satisfy the reporting person's tax withholding obligations upon such vesting.

Key Figures

Shares acquired via award vesting: 2,837 common shares Shares withheld for taxes: 1,266 common shares Tax withholding reference price: $32.16 per share +1 more

4 metrics

Shares acquired via award vesting 2,837 common shares Grant/award acquisition on performance share vesting

Shares withheld for taxes 1,266 common shares Tax-withholding disposition upon award vesting

Tax withholding reference price $32.16 per share Price used for tax-withholding disposition

Shares held after transactions 54,742 common shares Direct holdings following reported Form 4 transactions

Key Terms

performance share award, tax withholding obligations, grant/award acquisition, tax-withholding disposition

4 terms

performance share award financial

"Represents the vesting of a performance share award granted in 2023."

A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.

tax withholding obligations financial

"in order to satisfy the reporting person's tax withholding obligations upon such vesting."

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/08/2026 - 05:01 PM Accepted by SEC EDGAR 07/08/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What insider transactions did Worthington Steel (WS) disclose for Timothy A. Adams?

Worthington Steel reported that CFO Timothy A. Adams had a performance share award vest, acquiring 2,837 common shares, and 1,266 shares were withheld to satisfy tax obligations. These are routine compensation-related transactions, not open-market purchases or sales.

Did the Worthington Steel (WS) CFO buy or sell shares on the open market?

The CFO did not report any open-market buy or sell. The filing shows a grant/award acquisition of 2,837 shares and a tax-withholding disposition of 1,266 shares related to vesting, which are mechanical compensation events rather than discretionary trading.

How many Worthington Steel (WS) shares does the CFO hold after these transactions?

After the reported transactions, CFO Timothy A. Adams directly held 54,742 common shares. This figure reflects his ownership following the vesting of a performance share award and the related tax-withholding share disposition on the reported date.

What is the significance of the tax-withholding disposition in the WS Form 4 filing?

The tax-withholding disposition of 1,266 shares represents shares surrendered to cover tax obligations upon vesting of a performance share award. It is not an open-market sale and generally carries limited informational value about the insider’s view of the stock.

What type of equity award vested for Worthington Steel (WS) CFO Timothy A. Adams?

The filing states that the transaction represents the vesting of a performance share award granted in 2023. Upon vesting, 2,837 common shares were acquired and 1,266 shares were withheld to satisfy related tax withholding obligations.

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

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).

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^*

ADAMS TIMOTHY A

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/07/2026		A(1)		2,837	A	$0	54,742	D
Common Shares	07/07/2026		F(2)		1,266	D	$32.16	53,476	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. Represents the vesting of a performance share award granted in 2023.

2. Represents shares withheld upon the vesting of a performance share award in order to satisfy the reporting person's tax withholding obligations upon such vesting.

	/s/Joseph Y. Heuer, as attorney-in-fact for Timothy A. Adams	07/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)