Worthington Steel (WS) president receives 2,906-share award, 1,297 withheld

Rhea-AI Filing Summary

Worthington Steel, Inc. executive Clifford Larivey reported compensation-related share activity. He received a grant of 2,906 Common Shares at no cost tied to the vesting of a 2023 performance share award, while 1,297 shares were withheld to cover tax obligations. After these transactions, he directly owns 71,451 Common Shares, reflecting a net increase in his equity stake from the award rather than an open-market trade.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Larivey Clifford

Role President Flat Rolled Stl Proc

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	2,906	$0.00	--
Tax Withholding	Common Shares	1,297	$32.16	$42K

Holdings After Transaction: Common Shares — 71,451 shares (Direct, null)

Footnotes (1)

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

Key Figures

Shares granted: 2,906 Common Shares Shares withheld for taxes: 1,297 Common Shares Tax withholding price: $32.16 per share +3 more

6 metrics

Shares granted 2,906 Common Shares Grant/award acquisition on 2026-07-07

Shares withheld for taxes 1,297 Common Shares Tax-withholding disposition on 2026-07-07

Tax withholding price $32.16 per share Value used for 1,297-share tax withholding

Holdings after grant 71,451 Common Shares Direct ownership after award and withholding

Holdings after withholding step 70,154 Common Shares Direct ownership immediately after 1,297 shares withheld

Net shares from award 1,609 Common Shares 2,906 granted minus 1,297 withheld

Key Terms

performance share award, tax withholding obligations, grant, award, or other acquisition, tax-withholding disposition, +1 more

5 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

"withheld upon the vesting of performance share award in order to satisfy the reporting person's tax withholding obligations"

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other 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.

Common Shares financial

"security_title: Common Shares"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/08/2026 - 05:03 PM Accepted by SEC EDGAR 07/08/2026 - 05:03 PM Learn about SEC filing dates

FAQ

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

Clifford Larivey reported a performance-based share vesting and related tax withholding. He received 2,906 Common Shares from a 2023 performance share award, with 1,297 shares withheld to satisfy tax obligations, resulting in additional net ownership rather than any open-market trade.

How many Worthington Steel (WS) shares were granted to Clifford Larivey?

Clifford Larivey was granted 2,906 Common Shares at a price of $0.00 per share. The filing notes this represents the vesting of a performance share award originally granted in 2023, increasing his direct equity position in Worthington Steel.

Why were 1,297 Worthington Steel (WS) shares disposed of in this filing?

The 1,297 Common Shares were withheld to satisfy tax withholding obligations upon vesting of the performance share award. This is recorded with transaction code F and is a tax-withholding disposition, not an open-market sale or discretionary share sale by the executive.

What is Clifford Larivey’s Worthington Steel (WS) share ownership after these transactions?

Following the award vesting and tax withholding, Clifford Larivey directly owns 71,451 Common Shares of Worthington Steel. This post-transaction balance reflects the net shares from the 2,906-share grant after 1,297 shares were withheld for taxes on the vesting.

Is the Worthington Steel (WS) Form 4 for Clifford Larivey a market buy or sell?

The Form 4 does not show any open-market buys or sells. It records a 2,906-share grant from a vested performance award and 1,297 shares withheld for taxes, meaning the activity is compensation- and tax-related rather than a discretionary market transaction.

What do the A and F transaction codes mean in the Worthington Steel (WS) filing?

Code A indicates a grant or award acquisition of 2,906 Common Shares at no cost. Code F records 1,297 shares withheld to pay tax liabilities on the vesting. Together, they document a routine compensation event and associated tax withholding for Clifford Larivey.

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President Flat Rolled Stl Proc

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)		2,906	A	$0	71,451	D
Common Shares	07/07/2026		F(2)		1,297	D	$32.16	70,154	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 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 Clifford Larivey	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)