Form 4: Mary Schiavo receives 5,836 WS restricted shares under equity plan

Rhea-AI Filing Summary

Worthington Steel, Inc. (WS) director Mary Fackler Schiavo was granted 5,836 restricted common shares on 09/26/2025 under the 2023 Equity Incentive Plan for Non-Employee Directors. The award vests on the date of the next annual shareholders meeting provided the director remains on the board. After the grant, the reporting person beneficially owns 96,488 common shares. The Form 4 was signed by an attorney-in-fact on 09/30/2025.

Positive

• Director alignment: Grant of 5,836 restricted shares aligns the non-employee director's interests with shareholders.
• Standard governance practice: Vesting tied to the next annual meeting encourages continued board service.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity grant to align a non-employee director with shareholder interests; not materially dilutive.

This restricted stock award of 5,836 shares to a board member is consistent with standard director compensation practices and vests contingent on continued board service until the next annual meeting. The report shows the grant price as $0, indicating restricted shares rather than a purchase. Given the post-grant beneficial ownership of 96,488 shares, the transaction appears routine and immaterial to capital structure.

Securities Analyst

TL;DR: Insider filing documents a standard, time-based restricted stock grant; unlikely to affect near-term valuation.

The Form 4 discloses a non-derivative award for a director under the company's equity plan, with vesting tied to continued service. There is no exercise price and no sale or disposition reported. From an investor-impact perspective, this is a governance alignment action rather than a market-moving transaction.

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

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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).

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)
09/26/2025

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	09/26/2025		A(1)		5,836	A	$0	96,488	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 Equity Incentive Plan for Non-Employee Directors. The restricted stock will vest on the date on which the next Annual Meeting of Shareholders of Worthington Steel, Inc. is held if the non-employee director remains on the Board.

	/s/ Joseph Y. Heuer, as attorney-in-fact for Mary Schiavo	09/30/2025
	** 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.
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 transaction did Mary F. Schiavo report on Form 4 for WS?

She reported a grant of 5,836 restricted common shares on 09/26/2025 under the company's 2023 Equity Incentive Plan for Non-Employee Directors.

When do the restricted shares vest for the WS director award?

The restricted shares will vest on the date of the next Worthington Steel annual shareholders meeting provided the director remains on the board.

How many WS shares does the reporting person own after the transaction?

The Form 4 shows beneficial ownership of 96,488 common shares following the reported grant.

Was there any purchase price reported for the restricted shares on the Form 4?

No purchase price was reported; the transaction is coded as an award with Price $0, indicating restricted stock rather than a purchased lot.

Does this Form 4 indicate any sales or dispositions by the director?

No. The filing reports an acquisition (restricted stock grant) and no dispositions or derivative transactions.