Worthington Steel, Inc. filings document the company’s operating results, material agreements, Regulation FD disclosures, dividends, governance matters and shareholder votes. Recent Form 8-K filings report quarterly and annual financial results, conference-call materials, non-GAAP reconciliations, dividend-related events and material definitive agreements involving corporate transactions.
The company’s proxy materials describe annual-meeting matters, board and shareholder governance and voting procedures. Worthington Steel’s filings also identify its Ohio incorporation, Columbus headquarters and common shares, without par value, listed on the New York Stock Exchange under the symbol WS.
Worthington Steel, Inc. insider share withholding reported
A reporting person of Worthington Steel, Inc. (WS), who serves as both a Director and Executive Chairman, reported a routine equity transaction dated 12/22/2025. The filing shows that 9,950 common shares were disposed of at a price of $36.32 per share, coded as transaction type F, which indicates shares withheld to cover tax obligations.
After this transaction, the reporting person directly beneficially owns 226,364 common shares. The explanation states that the shares were withheld upon the vesting of restricted stock to satisfy tax withholding obligations, highlighting this as an administrative step tied to equity compensation rather than an open-market sale.
Worthington Steel, Inc. reported its results for the three months ended November 30, 2025, and discussed its outlook for the third quarter of fiscal 2026 through a news release, conference call, and investor presentation, all of which are included as exhibits to this report. The company also announced that its board of directors declared a regular quarterly cash dividend of $0.16 per common share, declared on December 17, 2025, and payable on March 27, 2026, to shareholders of record as of March 13, 2026. The earnings materials include both GAAP and non-GAAP financial measures with reconciliations to help compare performance over time.
Worthington Steel operates a single reportable segment focused on flat-rolled steel processing for end-markets such as automotive, heavy truck, agriculture, construction, and energy. The company completed a voluntary retirement program and other severance actions totaling $0.4M in the quarter and does not expect additional material severance in fiscal 2026. It sold machinery reported as held for sale for $1.3M, recognizing a pre-tax gain of $1.0M. The first quarter effective tax rate was 26.6% versus 12.3% a year earlier, driven by specific non-deductible items and tax revaluations. The Board declared a quarterly cash dividend of $0.16 per share payable on December 26, 2025 to shareholders of record on December 12, 2025. The company consolidates several majority-owned joint ventures (examples: WSCP 63%, TWB 55%, Sitem Group 52%), and notes certain Sitem Group noncontrolling interests include redemption rights classified in mezzanine equity.
Worthington Steel, Inc. (WS) reported a Form 4 showing that director George P. Stoe was granted 8,068 restricted common shares on 09/26/2025 under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors. The shares were reported as acquired at a price of $0 and increase Mr. Stoe's beneficial ownership to 22,063 shares. The restricted stock will vest on the date of the company's next Annual Meeting of Shareholders, provided the director remains on the board.
Jon J. Bowsher, a director of Worthington Steel, Inc. (WS), was granted 5,836 restricted shares on 09/26/2025 under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors. Following the grant, he beneficially owns 15,393 common shares. The restricted stock vests on the date of the next Annual Meeting of Shareholders provided he remains on the Board. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Bowsher and filed on 09/30/2025.
Mark C. Davis, a director of Worthington Steel, Inc. (WS), received a grant of 5,836 restricted common shares on 09/26/2025 under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors. The restricted shares were granted at a price of $0 and increased his reported beneficial ownership to 21,219 shares following the transaction. The restricted stock will vest on the date of the company’s next Annual Meeting of Shareholders provided Mr. Davis remains on the board. The Form 4 was signed by Joseph Y. Heuer as attorney-in-fact on 09/30/2025.
Sidney A. Ribeau, a director of Worthington Steel, Inc. (WS), was granted 5,836 restricted common shares on 09/26/2025 under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors. The restricted shares were issued at a stated price of $0 and will vest on the date of the companys next Annual Meeting of Shareholders if Mr. Ribeau remains on the board. After the grant, the filing reports Mr. Ribeau beneficially owns 78,843 common shares. The Form 4 was submitted by attorney-in-fact Joseph Y. Heuer and signed on 09/30/2025.
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.
John H. McConnell II, a director of Worthington Steel, Inc. (WS), was granted 5,836 restricted common shares on 09/26/2025 under the company's 2023 Equity Incentive Plan for Non-Employee Directors. The shares were awarded at no cash price and will vest on the date of the next Annual Meeting of Shareholders if he remains on the board. After the grant, Mr. McConnell beneficially owns 43,167 shares directly; an additional 245 shares are reported as indirectly owned by his spouse. The Form 4 was signed by an attorney-in-fact on 09/30/2025.
Nancy G. Mistretta, a director of Worthington Steel, Inc. (WS), was granted 5,836 restricted shares of common stock on 09/26/2025 at no cash cost. After the award, she beneficially owns 15,393 shares. The restricted stock award was made under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors and will vest on the date of the next Annual Meeting of Shareholders if the director remains on the Board.