WS Form 4: Director Mark C. Davis receives 5,836 restricted shares

Rhea-AI Filing Summary

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.

Positive

• Director received 5,836 restricted shares under the 2023 Equity Incentive Plan, increasing stake to 21,219 shares
• Vesting is tied to continued board service, which aligns director incentives with shareholder interests
• Transaction disclosed promptly on Form 4 with execution and filing dates included

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director restricted-stock grant aligns director incentives with shareholders; vesting tied to continued board service.

This filing documents a standard non-employee director equity award under the company's 2023 Equity Incentive Plan. The grant of 5,836 restricted shares at a $0 price is explicitly described and vests only if the director remains on the board until the next Annual Meeting, which supports retention and alignment without immediate transferability. There are no disclosures in the filing of accelerated vesting, cash payments, or derivative transactions. The change in beneficial ownership to 21,219 shares is clearly stated, enabling investors to track insider exposure.

Securities Analyst

TL;DR: Transaction is a non-cash equity grant to a director; disclosure is concise and procedural.

The Form 4 reports a non-derivative acquisition of 5,836 common shares by a director, recorded as an award of restricted stock pursuant to the 2023 Equity Incentive Plan for Non-Employee Directors. The document specifies the vesting condition tied to the next Annual Meeting and provides the post-transaction beneficial ownership total of 21,219 shares. No exercise prices, derivative positions, or disposals are reported. The filing appears procedural and limited in scope.

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

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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^*

DAVIS MARK C

(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	21,219	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 Mark C. Davis	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 Mark C. Davis report on the Form 4 for WS?

The Form 4 reports an acquisition of 5,836 restricted common shares by director Mark C. Davis on 09/26/2025.

Under what plan were the shares granted to the director?

The shares were granted under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors.

At what price were the restricted shares granted?

The restricted shares were granted at a reported price of $0.

When will the restricted shares vest for Mark C. Davis?

The restricted stock will vest on the date of the next Annual Meeting of Shareholders if the director remains on the board.

What was Mark C. Davis’s beneficial ownership after the reported transaction?

Following the transaction, the Form 4 reports beneficial ownership of 21,219 common shares.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Joseph Y. Heuer, as attorney-in-fact for Mark C. Davis on 09/30/2025.