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Worthington Steel (WS) COO reports 8,655-share award and tax withholding

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Worthington Steel, Inc. Chief Operating Officer Jeffrey R. Klingler reported compensation-related share activity on common shares. He received a grant/award of 8,655 common shares tied to the vesting of a performance share award granted in 2023, bringing his direct holdings to 107,559 common shares.

Upon vesting, 3,861 shares were withheld at $32.16 per share to satisfy tax withholding obligations, a non‑market disposition recorded under code F. The filing also shows indirect holdings of 1.22 common shares through a 401(k) and 4,600 common shares through an IRA.

Positive

  • None.

Negative

  • None.
Insider KLINGLER JEFFREY R
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Common Shares 8,655 $0.00 --
Tax Withholding Common Shares 3,861 $32.16 $124K
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 107,559 shares (Direct, null); Common Shares — 4,600 shares (Indirect, By IRA)
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.
Share grant 8,655 common shares Performance share award vesting granted in 2023
Shares withheld for taxes 3,861 common shares Withheld upon vesting to satisfy tax obligations
Tax withholding price $32.16 per share Price applied to 3,861 withheld shares
Direct holdings after transactions 107,559 common shares Directly owned by Jeffrey R. Klingler
Indirect 401(k) holdings 1.22 common shares Indirect ownership by 401(k)
Indirect IRA holdings 4,600 common shares Indirect ownership by IRA
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"
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
indirect ownership financial
"Indirect ownership noted as "By 401k" and "By IRA" for common shares"
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FAQ

What did Worthington Steel (WS) COO Jeffrey Klingler report in this Form 4?

Jeffrey Klingler reported vesting of a performance share award and related tax withholding. He received 8,655 common shares as a grant, with 3,861 shares withheld to cover taxes, and ended with 107,559 directly held shares.

How many Worthington Steel (WS) shares did the COO receive as a grant?

The COO received 8,655 Worthington Steel common shares as a grant. The filing states this represents the vesting of a performance share award granted in 2023, increasing his direct ownership position in the company’s common shares.

How many Worthington Steel (WS) shares were withheld for taxes in this filing?

A total of 3,861 Worthington Steel common shares were withheld for taxes. These shares were withheld at $32.16 per share upon vesting of a performance share award, to satisfy Jeffrey Klingler’s tax withholding obligations.

What are Jeffrey Klingler’s direct Worthington Steel (WS) holdings after these transactions?

After these transactions, Jeffrey Klingler directly holds 107,559 Worthington Steel common shares. This figure reflects his position following the 8,655-share grant and the 3,861 shares withheld to meet tax obligations tied to the award vesting.

Does the Worthington Steel (WS) COO have any indirect share holdings reported?

Yes, the filing shows indirect holdings for the Worthington Steel COO. He holds 1.22 common shares through a 401(k) account and 4,600 common shares through an IRA, in addition to his directly owned common shares.

Was there any open-market buying or selling of Worthington Steel (WS) shares in this Form 4?

No open-market purchases or sales are reported in this Form 4. The transactions consist of a performance share award vesting and shares withheld to satisfy tax obligations, which are compensation-related and not market trades.
SEC Form 4
FORM 4UNITED 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*
KLINGLER JEFFREY R

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares07/07/2026A(1)8,655A$0107,559D
Common Shares07/07/2026F(2)3,861D$32.16103,698D
Common Shares4,600IBy IRA
Common Shares1.22IBy 401k
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Jeffrey R. Klingler07/08/2026
** Signature of Reporting PersonDate
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)