Worthington Steel (NYSE: WS) CEO logs 2023 performance share vesting and tax withholding

Rhea-AI Filing Summary

Worthington Steel, Inc. President and CEO Geoffrey G. Gilmore reported routine equity compensation activity. He received an award of 23,664 common shares upon vesting of a 2023 performance share grant, and 10,555 shares were withheld at $32.16 per share to cover tax obligations. After these non-market transactions, he directly holds 359,521 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider GILMORE GEOFFREY G

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	23,664	$0.00	--
Tax Withholding	Common Shares	10,555	$32.16	$339K

Holdings After Transaction: Common Shares — 359,521 shares (Direct)

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

Tax-withheld shares: 10,555 shares Tax-withholding price: $32.16 per share Award shares vested: 23,664 shares +2 more

5 metrics

Tax-withheld shares 10,555 shares Shares withheld to satisfy tax obligations on vesting

Tax-withholding price $32.16 per share Value used for 10,555 withheld shares

Award shares vested 23,664 shares Performance share award granted in 2023 that vested

Shares after grant 359,521 shares Common shares directly held after all reported transactions

Tax-withholding amount $339,046 Approximate value of 10,555 shares at $32.16 per share

Key Terms

performance share award, tax withholding obligations, grant, award, or other 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

"Represents shares withheld upon the vesting ... 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.

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider transactions did WS President and CEO Geoffrey Gilmore report?

Geoffrey Gilmore reported vesting of a 2023 performance share award and related tax withholding. He acquired 23,664 Worthington Steel common shares as a grant and 10,555 shares were withheld to satisfy tax obligations, reflecting routine equity compensation activity rather than open-market trading.

Were Geoffrey Gilmore’s WS share transactions open-market buys or sells?

The reported WS transactions were not open-market buys or sells. One entry reflects a grant of 23,664 common shares, while the other is a tax-withholding disposition of 10,555 shares, where shares were delivered to cover taxes upon award vesting.

How many Worthington Steel shares does Geoffrey Gilmore hold after these transactions?

After the reported Form 4 transactions, Geoffrey Gilmore directly holds 359,521 Worthington Steel common shares. This total reflects the net position following the 23,664-share performance award vesting and the 10,555 shares withheld for tax obligations on the same date.

What does the tax-withholding disposition in the WS Form 4 mean?

The tax-withholding disposition means 10,555 WS shares were withheld at $32.16 per share to pay taxes on the vesting award. This is a non-market transaction where the company withholds shares instead of the executive selling shares in the open market to cover tax liabilities.

What is the source of Geoffrey Gilmore’s new WS shares in this filing?

The new WS shares come from a performance share award granted in 2023 that vested. Upon vesting, Geoffrey Gilmore received 23,664 common shares as compensation, with part of that award used to satisfy his tax withholding obligations, as disclosed in the Form 4 footnotes.

Does this WS Form 4 suggest a change in Geoffrey Gilmore’s investment view?

The WS Form 4 mainly shows routine compensation events, not discretionary trading. It records vesting of a 2023 performance share award and tax withholding. There are no open-market purchases or sales in this filing, so it does not directly indicate a change in his investment view.

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^*

GILMORE GEOFFREY G

(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)

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

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)		23,664	A	$0	359,521	D
Common Shares	07/07/2026		F(2)		10,555	D	$32.16	348,966	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 Geoffrey G. Gilmore	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)