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

Rhea-AI Filing Summary

Worthington Steel, Inc. (WS) filed a Form 4 reporting that Chief Financial Officer Timothy A. Adams received an award of 9,485 restricted common shares on 06/27/2025 under the company’s 2023 Long-Term Incentive Plan. The grant was made at $0 cost and will vest on 06/27/2028, three years after the grant date. After the transaction, Adams directly holds 45,069 common shares. No sales, derivative security exercises, or Rule 10b5-1 trading plans were disclosed. The filing represents routine executive equity compensation intended to align management and shareholder interests and is not expected to have a material near-term market impact.

Insights

Securities Analyst

TL;DR: Routine restricted-stock grant to CFO; neutral valuation impact.

This Form 4 reveals a standard equity incentive: 9,485 restricted shares granted to CFO Timothy Adams at no cost, vesting in three years. Post-grant ownership rises to 45,069 shares, a modest stake relative to Worthington Steel’s total float. No insider selling or derivative activity was reported, so the filing neither signals insider confidence nor concern. Given the award’s deferred vesting and small size, I view the disclosure as non-impactful for short-term valuation, though it modestly enhances management-shareholder alignment.

Corporate Governance Expert

TL;DR: Standard LTIP grant; governance practices appear routine.

The grant was issued under the 2023 Long-Term Incentive Plan, reinforcing a typical three-year vesting horizon that promotes retention and performance alignment. The absence of a Rule 10b5-1 designation indicates the shares are not tied to a preset selling program. From a governance standpoint, the transaction meets disclosure norms and carries no red flags. Impact on shareholder rights or dilution is immaterial at this scale; hence, the event is neutral in governance significance.

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).

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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	06/27/2025		A(1)		9,485	A	$0	45,069	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 Long-Term Incentive Plan. The restricted stock will vest on the third anniversary of the grant date (6/27/2028).

	/s/ Joseph Y. Heuer, as attorney-in-fact for Timothy A. Adams	06/30/2025
	** 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.
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FAQ

How many Worthington Steel (WS) shares did CFO Timothy Adams acquire?

9,485 restricted common shares were granted on 06/27/2025.

When will the newly granted restricted stock vest?

The shares will vest on 06/27/2028, three years from the grant date.

What is Timothy Adams’ total share ownership after the transaction?

Following the grant, the CFO directly owns 45,069 common shares.

Was any cash paid for the restricted stock award?

No. The shares were issued at $0 cost as part of the 2023 Long-Term Incentive Plan.

Does the Form 4 mention a Rule 10b5-1 trading plan?

No Rule 10b5-1 plan was indicated in the filing.