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

Rhea-AI Filing Summary

Worthington Steel, Inc. (WS) – Insider Form 4 filing (10 July 2025)

President of Flat Rolled Steel Processing, Clifford Larivey, reported two related equity transactions dated 8 July 2025:

• 4,521 common shares acquired (Transaction Code A) at $0.00, reflecting the vesting of a 2022 performance share award.
• 2,051 common shares disposed (Transaction Code F) at $31.75 per share; these shares were automatically withheld to cover tax obligations triggered by the vesting.

After the netted transactions, Larivey’s direct ownership stands at 70,484 common shares, indicating a net increase of approximately 2,470 shares versus the pre-vesting position. No derivative securities were involved, and the filing was signed by attorney-in-fact Joseph Y. Heuer.

Investor take-away: The activity stems from routine executive compensation rather than open-market buying or discretionary selling. While the executive retains additional equity, the event is largely administrative and is unlikely to materially impact valuation or trading sentiment.

Positive

• Net increase of 2,470 shares in the executive’s direct holdings, modestly enhancing management–shareholder alignment.

Negative

• 2,051 shares sold into the market (tax withholding) could introduce minor, short-term selling pressure, though size is immaterial.

Insights

Securities Analyst

TL;DR: Routine award vesting; modest net share gain; neutral impact.

The Form 4 shows the maturation of a 2022 performance share grant. Larivey netted 2,470 shares after satisfying tax withholding—roughly 0.1% of WS’s 70 million-share float (estimate). Because the acquisition carries a $0 cost basis and the disposal was automatic, there is no active market signal. The event marginally aligns management incentives but does not alter the company’s capital structure or insider sentiment in a meaningful way. I classify this as neutral for valuation and liquidity.

Corporate Governance Expert

TL;DR: Performance-based vesting underscores pay-for-performance policy; governance neutral.

The filing highlights Worthington Steel’s continued use of performance share awards, reinforcing shareholder-aligned compensation design. The automatic tax withholding sale (Code F) is customary and avoids open-market liquidity disruption. No red flags—no 10b5-1 trading plan required because transactions are administrative. Overall governance impact is muted but confirms incentive plan execution.

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

OMB Number:			3235-0287
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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^*

Larivey Clifford

(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)
	President Flat Rolled Stl Proc

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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	07/08/2025		A(1)		4,521	A	$0	72,535	D
Common Shares	07/08/2025		F(2)		2,051	D	$31.75	70,484	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. Represents the vesting of a performance share award granted in 2022.

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 Clifford Larivey	07/10/2025
	** 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 Clifford Larivey acquire?

He acquired 4,521 common shares through performance award vesting.

Why were some WS shares sold at $31.75?

The 2,051 shares were automatically sold to cover tax withholding obligations linked to the vesting event.

What is Clifford Larivey’s current WS share ownership?

Post-transaction, he directly owns 70,484 common shares.

Does this Form 4 indicate insider confidence in WS stock?

The transactions are administrative; they do not represent discretionary buying or selling, so confidence inference is limited.

Were any derivative securities involved in this filing?

No. Table II shows no derivative activity; only common shares were affected.