Worthington Steel (WS) director converts phantom stock into shares, sells fractional

Rhea-AI Filing Summary

Worthington Steel, Inc. director Mary Fackler Schiavo reported routine activity in deferred compensation and common shares. On January 22, 2026, 291.578 units of WS phantom stock under the Non-Qualified Deferred Compensation Plan for Directors were converted into the economic equivalent of 291.578 common shares, reflecting a prior deferral election tied to 2014 compensation.

The same day, she acquired 291.578 common shares at an exercise price of $0.00 per share in connection with that conversion, then disposed of a small fractional amount of 0.578 common shares at $35.14 per share, consistent with plan terms that pay fractional shares in cash. After these transactions, she directly owned 96,779 common shares and 18,172.848 WS phantom shares credited to her deferred compensation account.

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
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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^*

SCHIAVO MARY FACKLER

(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)
01/22/2026

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	01/22/2026		M		291.578	A	(1)	96,779.578	D
Common Shares	01/22/2026		D		0.578	D	$35.14	96,779	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
Phantom Stock Acquired Under Deferred Compensation Plan	(1)	01/22/2026		M			291.578	01/22/2026	01/22/2026	Common Shares	291.578	(1)	18,172.848(2)	D

Explanation of Responses:

1. Each share of WS Phantom Stock was the economic equivalent of one common share of Worthington Steel, Inc. Pursuant to an election made in 2013, the reporting person elected to receive 1/10th of amounts she deferred in 2014 in 2026. The reporting person elected to receive her WS Phantom Stock in common shares of Worthington Steel, Inc. Per the terms of the NQ Plan, all fractional shares are paid in cash.

2. Represents unfunded theoretical common shares (i.e. phantom stock) of the Issuer ("WS Phantom Shares") credited to a bookkeeping account for the benefit of the Reporting Person under the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan for Directors ("NQ Plan"). The WS Phantom Shares credited to the Reporting Person's account track common shares of the Issuer on a one-year basis. Distributions are made only in common shares of the Issuer and generally commence upon leaving the Issuer and its subsidiaries.

	/s/Joseph Y. Heuer, as attorney-in-fact for Mary Schiavo	01/26/2026
	** 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.

FAQ

What insider transaction did Worthington Steel (WS) report for Mary Fackler Schiavo?

The filing shows that director Mary Fackler Schiavo converted 291.578 WS phantom stock units into the economic equivalent of common shares and received 291.578 common shares, then sold a small fractional amount of 0.578 common shares.

How many Worthington Steel (WS) common shares does the director own after this Form 4?

Following the reported transactions, Mary Fackler Schiavo directly owned 96,779 common shares of Worthington Steel, Inc.

What is WS phantom stock in the Worthington Steel (WS) director deferred compensation plan?

The filing explains that each WS phantom stock unit is the economic equivalent of one common share, represents unfunded theoretical common shares credited to a bookkeeping account, and tracks Worthington Steel common shares on a one-year basis under the Non-Qualified Deferred Compensation Plan for Directors.

How many WS phantom shares does the director hold after the reported transaction?

After the January 22, 2026 transaction, the director had 18,172.848 WS phantom shares credited to her deferred compensation account.

Why was there a sale of only 0.578 Worthington Steel (WS) common shares?

Under the plan terms, all fractional shares are paid in cash, so 0.578 common shares were disposed of at a price of $35.14 per share to settle the fractional portion in cash.

When do distributions from the Worthington Steel (WS) phantom stock plan generally begin?

The description states that distributions from WS phantom shares are made only in common shares of Worthington Steel, Inc. and generally commence upon leaving the issuer and its subsidiaries.