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

Rhea-AI Filing Summary

Scott J. Kelly, a Worthington Steel, Inc. director, was granted 5,836 restricted common shares on 09/26/2025 under the company's 2023 Equity Incentive Plan for Non-Employee Directors. The restricted shares will vest on the date of the next Annual Meeting of Shareholders if Mr. Kelly remains on the board. Following the reported transaction, Mr. Kelly beneficially owns 9,157 common shares. The Form 4 was signed by an attorney-in-fact on behalf of Scott J. Kelly.

Positive

• Director alignment: Restricted shares tie the director's compensation to shareholder value through vesting contingent on continued service
• Clear disclosure: Transaction date, grant size (5,836 shares), and post-transaction beneficial ownership (9,157 shares) are explicitly reported

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant with time-based vesting to align director interests with shareholders.

The filing discloses a standard award of restricted stock to a non-employee director under the 2023 Equity Incentive Plan. Vesting is tied to continued board service until the next annual meeting, a common retention mechanism. The post-grant beneficial ownership is 9,157 shares, indicating this is a modest, non-control stake. No additional terms or accelerated vesting conditions are disclosed.

Securities Analyst

TL;DR: Disclosure shows a non-derivative equity grant; transaction appears routine and non-material to capital structure.

The Form 4 reports acquisition of 5,836 restricted common shares at $0 price, reflecting a compensation award rather than an open-market purchase. The grant is recorded under the issuer's director equity plan and vests contingent on continued service at the next annual meeting. The filing does not indicate sale, pledge, or derivative positions for the reporting person.

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^*

Kelly Scott J

(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	9,157	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 Scott J. Kelly	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 did Scott J. Kelly report on the Form 4 for Worthington Steel (WS)?

The Form 4 reports a grant of 5,836 restricted common shares to Scott J. Kelly on 09/26/2025, increasing his beneficial ownership to 9,157 shares.

Under which plan were the restricted shares granted?

The restricted stock award was granted pursuant to the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors.

When will the restricted shares vest?

The restricted shares will vest on the date of the next Annual Meeting of Shareholders if the reporting person remains on the Board.

Was any purchase price paid for the restricted shares?

No purchase price was reported; the transaction is recorded with a $0 price, indicating a compensation award.

Who signed the Form 4 on behalf of Scott J. Kelly?

The Form 4 was signed by Joseph Y. Heuer, as attorney-in-fact for Scott J. Kelly on 09/30/2025.