Worthington Steel Inc (WS)

Worthington Steel Completes Acquisition of Kloeckner & Co and Announces Intention to Launch Delisting Tender OfferJune 3, 2026 6:22 AM
Business Wire Worthington Steel, Inc. (NYSE: WS) today completed its voluntary public takeover offer (the “Takeover Offer”) for Kloeckner & Co SE (“Kloeckner”), a leading global service center and metal processing company, following satisfaction of all closing conditions. Worthington Steel has currently secured approximately 62% of Kloeckner’s outstanding shares. Completion of the Takeover Offer establishes the foundation for a strong strategic partnership between Worthington Steel and Kloeckner. Worthington Steel expects the transaction to broaden its product portfolio, diversify end-market exposure and strengthen its geographic footprint. Over time, the combined company anticipates it will benefit from increased scale, operational efficiencies and the sharing of best practices across both organizations. “This is an important milestone for Worthington Steel and a meaningful step forward in our growth strategy,” said Geoff Gilmore, Worthington Steel President and CEO. “Kloeckner brings strong capabilities, a talented team and a shared commitment to performance. We are excited about what we can build together over time and will continue to take a disciplined approach as we move toward integration - stronger together.” “With the completion of this transaction, a new chapter begins for Kloeckner,” said Guido Kerkhoff, CEO of Kloeckner & Co SE. “This is the outcome of a deliberate strategic journey: focusing our business on higher-value products and services, building scale in North America and Europe, and finding in Worthington Steel a partner that shares our vision. Our employees, customers and commercial partners can count on continuity and can rely on a stronger platform for long-term growth.” Worthington Steel pursues Delisting of Kloeckner Worthington Steel intends to launch a Public Delisting Tender Offer (“Delisting Offer”) for all outstanding Kloeckner shares (ISIN: DE000KC01000) not already held by Worthington Steel. The company expects to offer remaining Kloeckner shareholders EUR 11.00 in cash per Kloeckner share. The delisting is expected to reduce administrative and regulatory obligations associated with maintaining Kloeckner‘s stock exchange listing, while providing greater flexibility to support the long-term strategic development of the business. Following the effectiveness of the delisting, Kloeckner shares will no longer be admitted to trading on a regulated market in Germany or on a comparable market abroad, which may result in significantly reduced liquidity and limited price discovery for Kloeckner shares. The Delisting Offer will not be subject to any closing conditions and will not include a minimum acceptance threshold. It will be made pursuant to the terms and conditions set forth in the Delisting Offer Document to be reviewed by the German Federal Financial Supervisory Authority (BaFin). Following BaFin approval, the Delisting Offer Document and all further information regarding the Delisting Offer will be published in accordance with the German Securities Acquisition and Takeover Act at www.strong-for-good.com. Further details regarding the Delisting Offer and the expected timetable will be announced with the publication of the offer document. About Worthington Steel Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future. As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities. About Kloeckner & Co Kloeckner & Co is now one of the largest producer-independent metals processors and one of the leading steel service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Kloeckner & Co supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Kloeckner & Co had sales of some €6.4 billion in fiscal year 2025. By consistently implementing its corporate strategy, Kloeckner & Co strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO2-reduced solutions under the Nexigen® umbrella brand. The shares of Kloeckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Kloeckner & Co shares are listed in the SDAX® index of Deutsche Börse. ISIN: DE000KC01000; WKN: KC0100 ISIN: DE000KC01V24; WKN: KC01V2 Important information: This press release constitutes neither an offer to purchase nor a solicitation of an offer to sell Kloeckner shares. The terms and conditions relating to the offer (the “Delisting Offer”) are set out in the offer document which will be published following authorization by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The bidder reserves the right to deviate from the key points set out herein in the final terms of the Delisting Offer to the extent legally permissible. Investors and Kloeckner shareholders are strongly advised to read the offer document and all other documents relating to the Delisting Offer as soon as they are published, as they contain important information. The Delisting Offer will be made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG) and certain securities laws provisions of the United States of America (the "United States" or "U.S."). The Delisting Offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no Delisting Offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable national law. The bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner shares outside of the Delisting Offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Kloeckner shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The Delisting Offer referenced in this press release relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the bidder and Kloeckner included elsewhere, including in the offer document, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Delisting Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Kloeckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the Delisting Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Delisting Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the Delisting Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The Delisting Offer will be made to Kloeckner’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Kloeckner to whom an offer is made. Any informational documents, including this press release, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Kloeckner’s other shareholders. To the extent that the Delisting Offer is subject to United States securities laws, such laws only apply to Kloeckner shareholders in the United States, and no other person has any claims under such laws. Any agreement concluded with the bidder as a result of the acceptance of the Delisting Offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for Kloeckner shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the Delisting Offer under the Securities Act of 1933 (or other laws known to them) because the bidder and the Kloeckner are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court. Forward-looking statements This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the U.S. Exchange Act. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition and the benefits of the transaction, the expected outcomes of the proposed acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the impact on Worthington Steel’s earnings, Worthington Steel’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) the financing arrangements relating to the acquisition, (iii) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (iv) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (v) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vi) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in the offer document after publication of the documents, notifications or the offer document. This press release speaks only as of the date hereof. Each of Worthington Steel and Kloeckner disclaims any duty to update the information herein. View source version on businesswire.com: https://www.businesswire.com/news/home/20260602742967/en/ Media Contacts: Worthington Steel
Melissa Dykstra
Vice President, Corporate Communications and Investor Relations
Phone: 614-840-4144
Melissa.Dykstra@WorthingtonSteel.com European Media Contact
Brunswick Group
Julia Klostermann
Director
+49 174-740-2796
Jklostermann@brunswickgroup.com Original: Worthington Steel Completes Acquisition of Kloeckner & Co and Announces Intention to Launch Delisting Tender Offer

Worthington Steel to Webcast Discussion of Fourth Quarter 2026 Results on June 25June 1, 2026 6:00 AM
Business Wire Worthington Steel, Inc., (NYSE: WS) announced today that it will report the results for its fiscal fourth quarter after the market closes on Wednesday, June 24, 2026. The Company will host a conference call to discuss its fiscal fourth quarter results at 8:30 a.m. ET on Thursday, June 25, 2026. The conference call can be accessed by registering online at the link below. A live webcast will be available in the Investor Relations section of the Company’s website at www.WorthingtonSteel.com and will be archived for one year. Live Conference Call Schedule Date: Thursday, June 25, 2026 Start Time: 8:30 a.m. ET Registration Link: https://events.q4inc.com/attendee/699991251 About Worthington Steel Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future. As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities. View source version on businesswire.com: https://www.businesswire.com/news/home/20260529185358/en/ Melissa Dykstra
Vice President, Corporate Communications and Investor Relations
Phone: 614-840-4144
Melissa.Dykstra@WorthingtonSteel.com Original: Worthington Steel to Webcast Discussion of Fourth Quarter 2026 Results on June 25

Worthington Steel Prices $700 Million Senior Secured Notes OfferingMay 28, 2026 6:26 PM
Business Wire Worthington Steel, Inc. (“Worthington Steel”) (NYSE: WS), announced today that it has priced an offering (the “Offering”) of $700.0 million aggregate principal amount of 7.750% senior secured notes due 2033 (the “Notes”). The Offering is expected to close on or about June 1, 2026, subject to customary closing conditions. The aggregate principal amount of Notes to be issued in the Offering has decreased to $700.0 million from $900.0 million, and the principal amount of term loans simultaneously allocated under Worthington Steel’s new term loan credit facility has increased by a corresponding amount, from $500.0 million to $700.0 million. Worthington Steel intends to use the net proceeds from the Offering, together with borrowings under a new term loan credit facility, (i) to fund the consideration and other payments in connection with Worthington Steel’s pending acquisition (the “Kloeckner Acquisition”) of Kloeckner & Co SE (“Kloeckner”), (ii) to fund loans to Kloeckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Kloeckner shareholders in connection with the Kloeckner Acquisition, (iv) to pay transaction fees and expenses related to the foregoing, (v) to repay certain existing indebtedness of Worthington Steel and Kloeckner and (vi) for general working capital purposes of Worthington Steel and its subsidiaries. The Offering is not conditioned on the consummation of the Kloeckner Acquisition. Since the Kloeckner Acquisition is expected to be consummated on June 3, 2026 (within three business days of the closing of the Offering), Worthington Steel expects to elect to issue the Notes directly, rather than through its wholly owned subsidiary, WS Escrow LLC, and the net proceeds of the Offering are not expected to be deposited into escrow. The Notes will be fully and unconditionally guaranteed by each of Worthington Steel’s restricted subsidiaries that guarantee Worthington Steel’s obligations under its new term loan credit facility, and the Notes and the related guarantees will be secured by liens on substantially all of Worthington Steel’s and the guarantors’ assets, subject to certain exceptions. If the Kloeckner Acquisition is not consummated by March 12, 2027 (or, in certain circumstances, ten business days thereafter) or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption. The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees will be offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are “non-U.S. persons” under Regulation S under the Securities Act. This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. About Worthington Steel Worthington Steel is one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and services that span a variety of end markets. Forward-Looking Statements This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the benefits of the transaction, the expected outcomes of the Kloeckner Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates,” “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes,” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed Kloeckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) risks and uncertainties related to general market conditions and the closing of the Offering on the anticipated terms, or at all, (iii) Worthington Steel’s entry into the term loan credit facility, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed Kloeckner Acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Worthington Steel disclaims any duty to update the information herein. View source version on businesswire.com: https://www.businesswire.com/news/home/20260528058495/en/ Media Contacts: Worthington Steel
Melissa Dykstra
Vice President, Corporate Communications and Investor Relations
Phone: 614-840-4144
Melissa.Dykstra@WorthingtonSteel.com European Media Contact: Brunswick Group
Julia Klostermann
Director
+49 174-740-2796
Jklostermann@brunswickgroup.com Original: Worthington Steel Prices $700 Million Senior Secured Notes Offering

Worthington Steel Announces Launch of $900 Million Senior Secured Notes OfferingMay 26, 2026 8:05 AM
Business Wire Worthington Steel, Inc. (“Worthington Steel”) (NYSE: WS), announced today that WS Escrow LLC (the “Escrow Issuer”), a wholly owned subsidiary of Worthington Steel, intends to offer (the “Offering”), subject to market conditions and other factors, $900 million aggregate principal amount of senior secured notes due 2033 (the “Notes”). Worthington Steel intends to use the net proceeds from the proposed Offering, together with borrowings under a new term loan credit facility, (i) to fund the consideration and other payments in connection with Worthington Steel’s pending acquisition (the “Kloeckner Acquisition”) of Kloeckner & Co SE (“Kloeckner”), (ii) to fund loans to Kloeckner pursuant to a shareholder loan, (iii) to fund share purchases and other compensation to remaining minority Kloeckner shareholders in connection with the Kloeckner Acquisition, (iv) to pay transaction fees and expenses related to the foregoing, (v) to repay certain existing indebtedness of Worthington Steel and Kloeckner and (vi) for general working capital purposes of Worthington Steel and its subsidiaries. The Offering is not conditioned on the consummation of the Kloeckner Acquisition. If the Kloeckner Acquisition is not expected to be consummated within three business days of the closing of the Offering, the Escrow Issuer will issue the Notes and will deposit (or cause to be deposited) the net proceeds of the Offering into an escrow account (the “Escrow Account”) for the benefit of the holders of the Notes until the date on which certain escrow release conditions are satisfied (the “Escrow Release”). If the Kloeckner Acquisition is expected to be consummated within three business days of the closing of the Offering, then Worthington Steel may elect to issue the Notes directly, rather than through the Escrow Issuer, and the net proceeds will not be deposited into escrow. If the Acquisition is not consummated by March 12, 2027 or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption. If the Notes are issued by the Escrow Issuer, prior to the Escrow Release, the Notes will not be guaranteed and will be the sole obligation of the Escrow Issuer. Substantially concurrently with the Escrow Release, the Escrow Issuer will merge with and into Worthington Steel, with Worthington Steel continuing as the surviving entity. Worthington Steel will then assume the obligations of the Escrow Issuer under the Notes and the indenture governing the Notes, and the Notes will be fully and unconditionally guaranteed by each of Worthington Steel’s subsidiaries that guarantee Worthington Steel’s obligations under its new term loan credit facility. From and after the Escrow Release, the Notes and the related guarantees will be secured by liens on substantially all of Worthington Steel’s and the guarantors’ assets, subject to certain exceptions. The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees will be offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are “non-U.S. persons” under Regulation S under the Securities Act. This press release is neither an offer to sell, nor the solicitation of an offer to buy, the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. About Worthington Steel Worthington Steel is one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and services that span a variety of end markets. Forward-Looking Statements This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the Kloeckner Acquisition and the benefits of the transaction, the expected outcomes of the Kloeckner Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates,” “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes,” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed Kloeckner Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) risks and uncertainties related to general market conditions and the completion of the proposed Offering on the anticipated terms, or at all, (iii) Worthington Steel’s entry into the term loan credit facility, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed Kloeckner Acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Worthington Steel disclaims any duty to update the information herein. View source version on businesswire.com: https://www.businesswire.com/news/home/20260525337345/en/ Media Contacts:
Worthington Steel
Melissa Dykstra
Vice President, Corporate Communications and Investor Relations
Phone: 614-840-4144
Melissa.Dykstra@WorthingtonSteel.com European Media Contact:
Brunswick Group
Julia Klostermann
Director
+49 174-740-2796
Jklostermann@brunswickgroup.com Original: Worthington Steel Announces Launch of $900 Million Senior Secured Notes Offering

Worthington Steel Exceeds Minimum Acceptance Threshold for Kloeckner & Co Offer; Additional Acceptance Period Available Until April 14, 2026March 31, 2026 8:14 AM
Business Wire
Worthington Steel (NYSE: WS) today announced the result of the initial acceptance period of its voluntary public tender offer for Kloeckner & Co SE.


At the expiration of the initial acceptance period on March 26, 2026, the minimum acceptance threshold of 57.5% has been exceeded and the corresponding offer condition has been satisfied. Worthington Steel has secured approximately 58.8% of Kloeckner & Co’s issued share capital, including shares tendered into the offer and shares or other instruments providing voting rights in Kloeckner acquired by Worthington Steel GmbH, a wholly owned subsidiary of Worthington Steel.


Kloeckner shareholders who have not yet accepted the offer may do so during the additional acceptance period, which will commence on April 1, 2026 and expire on April 14, 2026 at 24:00 hours (local time Frankfurt am Main).


“We are pleased with the strong support from shareholders during the initial acceptance period, which brings us an important step closer to completing the transaction,” said Geoff Gilmore, Worthington Steel President and CEO. “As we enter the additional acceptance period, we are delighted to provide shareholders with another opportunity to participate in the offer.”


Completion of the Offer remains subject to receipt of certain regulatory approvals and is expected to occur in the second half of 2026. On March 27, 2026, Worthington Steel informed Kloeckner about its firm intention to enter into a domination and profit and loss transfer agreement (“DPLTA”) with Kloeckner & Co immediately after completion of the Offer and Kloeckner published an ad hoc announcement to this effect on the same day. Worthington Steel is confident that it will secure the required majority at the general meeting to approve the conclusion of the DPLTA. In addition, Worthington Steel intends to evaluate, subject to market conditions and acceptance levels, the implementation of structural measures, including a potential delisting of Kloeckner or a squeeze-out of minority shareholders, to the extent legally permissible and economically appropriate following the completion of the transaction.


Worthington Steel GmbH, the subsidiary established for the acquisition of Kloeckner, announced the intention to launch an all-cash offer of €11.00 per share for all outstanding shares of Kloeckner on January 15, 2026. This represents a premium of 98% to the undisturbed three-month volume-weighted average share price of Kloeckner as of December 5, 2025. The offer document was published on February 5, 2026, and the amendment to the offer was published on March 10, 2026. The Management Board and Supervisory Board of Kloeckner have assessed the offer and the amendment as attractive, fair and appropriate and recommend that Kloeckner shareholders accept the offer.


The offer document and offer amendment (in German and a non-binding English translation) and other information pertaining to the offer are available on the offer website at www.strong-for-good.com.


About Worthington Steel


Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.


As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.


About Kloeckner


Kloeckner is one of the largest producer-independent steel and metal processors and one of the leading service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Kloeckner supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Kloeckner had sales of some €6.6 billion in fiscal year 2024. By consistently implementing its corporate strategy, Kloeckner strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO2-reduced solutions under the Nexigen® umbrella brand.


The shares of Kloeckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Kloeckner & Co SE shares are listed in the SDAX® index of Deutsche Börse.


ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576


Important information:


This press release constitutes neither an offer to purchase nor a solicitation of an offer to sell Kloeckner shares. The terms and conditions relating to the offer (as amended by the Offer Amendment, the "takeover offer") are set out in the offer document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and the Offer Amendment. The bidder reserves the right to deviate from the key points set out herein in the final terms of the takeover offer to the extent legally permissible. Investors and Kloeckner shareholders are strongly advised to read the offer document, the Offer Amendment and all other documents relating to the takeover offer as soon as they are published, as they contain important information.


The takeover offer is exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG) and certain securities laws provisions of the United States of America (the "United States" or "U.S."). The takeover offer is not made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no takeover offer is made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law.


The bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Kloeckner shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.


The published takeover offer referenced in this press release relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the bidder and Kloeckner included elsewhere, including in the offer document and the Offer Amendment, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Kloeckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The takeover offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer is made to Kloeckner’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Kloeckner to whom an offer is made. Any informational documents, including this press release, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Kloeckner’s other shareholders. To the extent that the takeover offer is subject to United States securities laws, such laws only apply to Kloeckner shareholders in the United States, and no other person has any claims under such laws.


Any agreement concluded with the bidder as a result of the acceptance of the takeover offer is governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for Kloeckner shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the Kloeckner are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.


Forward-looking statements


This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition and the benefits of the transaction, the expected outcomes of the proposed acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the impact on Worthington Steel’s earnings, Worthington Steel’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes,” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) the financing arrangements relating to the acquisition, (iii) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (iv) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (v) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vi) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in the Offer Document or Offer Amendment after publication of the documents, notifications or the Offer Document or the Offer Amendment. This press release speaks only as of the date hereof. Each of Worthington Steel and Kloeckner disclaims any duty to update the information herein.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260330372929/en/
Media Contacts:


Worthington Steel

Melissa Dykstra

Vice President, Corporate Communications and Investor Relations

Phone: 614-840-4144

Melissa.Dykstra@WorthingtonSteel.com


European Media Contact

Brunswick Group

Julia Klostermann

Director

+49 174-740-2796

Jklostermann@brunswickgroup.com


Original: Worthington Steel Exceeds Minimum Acceptance Threshold for Kloeckner & Co Offer; Additional Acceptance Period Available Until April 14, 2026

Worthington Steel Recognized as a Columbus Top Workplace for 14th Consecutive YearMarch 30, 2026 6:30 AM
Business Wire
Worthington Steel, Inc. (NYSE: WS) has been named a Top Workplace in Columbus by Columbus CEO magazine, marking the 14th consecutive year the Company has earned this recognition.


“What makes this recognition meaningful is that it comes directly from our employees,” said Geoff Gilmore, president and CEO of Worthington Steel. “A strong company starts with strong people and a culture that supports them, and our leaders and teams bring that to life every day.”


Worthington Steel also received a special Managers award, recognizing positive employee sentiment that managers foster development and genuinely care about their teams. The honor reflects survey feedback indicating that employees feel supported in their growth and valued in their day-to-day work.


The Columbus Top Workplaces awards are based entirely on employee feedback collected through a confidential survey administered by Energage, measuring key aspects of workplace culture, including employee engagement, leadership and overall workplace experience.


Worthington Steel has earned a place on the Columbus Top Workplaces list every year since the program began in 2013, underscoring the Company’s consistent focus on building a culture rooted in its Philosophy and the Golden Rule, where employees can grow and thrive.


For more information on the Columbus Top Workplaces list and to see all 2026 honorees, visit Top Workplaces.


About Worthington Steel


Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.


As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.


About Energage


Making the world a better place to work together.TM


Energage is a purpose-driven company that helps organizations turn employee feedback into useful business intelligence and credible employer recognition through Top Workplaces. Built on 20 years of culture research and the results from 30 million employees surveyed across more than 80,000 organizations, Energage delivers the most accurate competitive benchmark available. With access to a unique combination of patented analytic tools and expert guidance, Energage customers lead the competition with an engaged workforce and an opportunity to gain recognition for their people-first approach to culture. For more information or to nominate your organization, visit energage.com or topworkplaces.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260330983164/en/
Melissa Dykstra

Vice President, Corporate Communications and Investor Relations

Phone: 614-840-4144

Melissa.Dykstra@WorthingtonSteel.com


Original: Worthington Steel Recognized as a Columbus Top Workplace for 14th Consecutive Year

Worthington Steel Reports Third Quarter Fiscal 2026 ResultsMarch 25, 2026 4:15 PM
Business Wire
Worthington Steel, Inc. (NYSE: WS), a market-leading, value-added metals processing company, today reported financial results for the fiscal 2026 third quarter ended February 28, 2026.


Third Quarter Highlights (all comparisons to the third quarter of fiscal 2025):



Net sales of $769.8 million increased 12% compared to $687.4 million.



Operating income of $3.1 million compared to $18.3 million.



Net earnings attributable to controlling interest of $10.4 million compared to $13.8 million.



Net earnings per diluted share attributable to controlling interest of $0.20 compared to $0.27; adjusted net earnings per diluted share attributable to controlling interest of $0.27 compared to $0.35.



Adjusted EBIT of $20.0 million compared to $25.3 million.



Entered into a Business Combination Agreement with Kloeckner & Co SE (“Kloeckner”) (XETR: KCO), a German-based metals processor with operations in Europe and North America. Under the agreement, Worthington Steel launched a voluntary public tender offer for all outstanding shares of Kloeckner for €11 per share. Completion of the acquisition offer is expected to occur in the second half of calendar year 2026, subject to the minimum acceptance threshold and pending regulatory approvals and other customary closing conditions.



Declared a quarterly dividend of $0.16 per share payable on June 26, 2026, to shareholders of record at the close of business on June 12, 2026.



“This was a challenging quarter from a macroeconomic standpoint, but our focus did not change,” said Geoff Gilmore, President and CEO of Worthington Steel. “We remained grounded in our safety-first culture, executed with discipline and continued to serve customers well. We also took an important step forward with our proposed acquisition of Kloeckner, which we believe will be transformational for Worthington Steel and support long-term value creation.”




Financial highlights for the fiscal 2026 periods and the comparative periods are as follows:




(In millions, except volume)



















 



 






 






3Q 2026






 






 






3Q 2025






 






 






YTD 2026






 






 






YTD 2025






 








Volume (tons)






 






 






817,524






 






 






 






881,410






 






 






 






2,648,228






 






 






 






2,811,572






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Net sales






 






$






769.8






 






 






$






687.4






 






 






$






2,514.6






 






 






$






2,260.4






 








Operating income






 






 






3.1






 






 






 






18.3






 






 






 






73.1






 






 






 






80.6






 








Net earnings attributable to controlling interest






 






 






10.4






 






 






 






13.8






 






 






 






66.0






 






 






 






55.0






 








Adjusted EBIT (Non-GAAP)(1)






 






 






20.0






 






 






 






25.3






 






 






 






106.4






 






 






 






79.0






 








Equity in net income of unconsolidated affiliate






 






 






3.5






 






 






 






-






 






 






 






16.7






 






 






 






0.4






 







 




(Per diluted share amounts, after-tax)
















 



 






 






3Q 2026






 






 






3Q 2025






 






 






YTD 2026






 






 






YTD 2025






 








Net earnings per diluted share attributable to controlling interest






 






$






0.20






 






 






$






0.27






 






 






$






1.30






 






 






$






1.09






 








Impairment of assets






 






 






0.03






 






 






 






0.07






 






 






 






0.04






 






 






 






0.07






 








Restructuring and other (income) expense, net






 






 






(0.06






)






 






 






0.01






 






 






 






(0.07






)






 






 






0.01






 








Pension settlement gain






 






 






-






 






 






 






-






 






 






 






-






 






 






 






(0.04






)








Gain on land sale






 






 






-






 






 






 






-






 






 






 






-






 






 






 






(0.02






)








Acquisition completion bonus payment






 






 






-






 






 






 






-






 






 






 






0.04






 






 






 






-






 








Deferred tax asset adjustment






 






 






-






 






 






 






-






 






 






 






0.02






 






 






 






-






 








Other loss, net adjustment






 






 






-






 






 






 






-






 






 






 






-






 






 






 






-






 








Kloeckner purchase derivative






 






 






(0.14






)






 






 






-






 






 






 






(0.14






)






 






 






-






 








Kloeckner acquisition-related expenses






 






 






0.24






 






 






 






-






 






 






 






0.30






 






 






 






-






 








Adjusted net earnings per diluted share attributable to controlling interest (Non-GAAP)(1)






 






$






0.27






 






 






$






0.35






 






 






$






1.49






 






 






$






1.11






 









 









(1)






Results in both the current year period and prior year period were impacted by certain items, as further discussed and reconciled to the most directly comparable GAAP financial measure in the Non-GAAP Financial Measures / Supplemental Data section later in this release.







Quarterly Results


Net sales for the third quarter of fiscal 2026 were $769.8 million, an increase of $82.4 million, or 12%, compared to the prior year quarter. This increase was driven primarily by higher direct volumes and higher average direct selling prices. The increases were partially offset by lower toll volumes. Direct tons sold increased by 4%, with the increase driven equally between the legacy business and the addition of Sitem Group. Direct selling prices increased 9% in the third quarter of fiscal 2026 compared to the prior year quarter. Toll volumes decreased 22% in the third quarter of fiscal 2026 compared to the prior year quarter. The decrease in toll volumes was due to a combination of closing the Cleveland-area Worthington Samuel Coil Processing (“WSCP”) facility in May 2025 as well as softening demand from mill customers. The mix of direct tons versus toll tons processed was 63% to 37% in the third quarter of fiscal 2026 compared to 57% to 43% in the prior year quarter.


Gross margin in the third quarter of fiscal 2026 was $76.1 million, a decrease of $5.1 million compared to the prior year quarter. The decrease was primarily driven by lower toll volumes and a $3.2 million unfavorable impact from Sitem Group, partially offset by higher direct spreads (sales less material costs). Toll spreads, down $6.4 million, were negatively impacted by $6.0 million due to lower volumes and by $0.4 million due to an unfavorable change in toll price. Direct spreads increased by $4.9 million due to higher direct volumes and a $3.3 million favorable change from an estimated $1.2 million inventory holding loss in the prior year quarter to an estimated $2.1 million inventory holding gain in the third quarter of fiscal 2026.


Operating income in the third quarter of fiscal 2026 was $3.1 million, a decrease of $15.2 million compared to the prior year quarter. The decrease was driven primarily by a $22.9 million increase in selling, general and administrative (“SG&A”) expense, and a $5.1 million decrease in gross margin, partially offset by a $6.9 million favorable change in restructuring and other (income), expense, net and a $5.9 million favorable change in asset impairment charges. The $22.9 million increase in SG&A expense, which included $4.8 million related to Sitem Group, was primarily attributable to $15.4 million of professional fees related to the proposed acquisition of Kloeckner. During the third quarter of fiscal 2026, the Company recognized a pre-tax gain of $6.0 million of restructuring and other income from the sale of assets at WSCP and $1.5 million of impairments related to certain internal-use software assets. During the third quarter of fiscal 2025, the Company recognized $0.9 million of restructuring and other expense in connection with TWB Company’s voluntary retirement program, and $7.4 million of asset impairments in connection with 1) an in-process research and development intangible asset and 2) the announced plans to combine WSCP’s toll processing manufacturing facility in Cleveland, Ohio into its existing manufacturing facility in Twinsburg, Ohio.


Net earnings attributable to controlling interest of $10.4 million in the third quarter of fiscal 2026 compares to $13.8 million in the prior year quarter. Net earnings per diluted share attributable to controlling interest of $0.20 per diluted share for its fiscal 2026 third quarter compares to $0.27 per diluted share in the prior year quarter.


Adjusted net earnings attributable to controlling interest of $13.6 million in the third quarter of fiscal 2026 compares to $17.6 million in the prior year quarter. Adjusted net earnings per diluted share attributable to controlling interest of $0.27 per diluted share compares to $0.35 per diluted share in the prior year quarter. The third quarter of fiscal 2026 adjusted results exclude a $1.2 million after-tax impairment, or $0.03 per diluted share, $2.9 million related to after-tax net gains in restructuring and other (income) expense, net, or $0.06 per diluted share, $6.9 million due to an unrealized after-tax gain on a Kloeckner purchase derivative, or $0.14 per diluted share, as well as an $11.8 million after-tax Kloeckner acquisition-related expenses adjustment, or $0.24 per diluted share. The prior year quarter adjusted results exclude a $3.4 million after-tax asset impairment, or $0.07 per diluted share, and a $0.4 million after-tax restructuring and other expense, net, or $0.01 per diluted share. For additional information on non-GAAP financial measures, see the Non-GAAP Financial Measures / Supplemental Data section later in this release.


Balance Sheet, Cash Flow and Capital Allocation


As of February 28, 2026, the Company had cash and cash equivalents of $90.0 million. During the third quarter of fiscal 2026, net cash provided by operating activities was $63.3 million compared to $53.8 million in the prior year quarter. Investment in property, plant and equipment during the third quarter of fiscal 2026 was $30.0 million compared to $28.6 million in the prior year quarter. The Company generated free cash flow (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) of $33.3 million in the third quarter of fiscal 2026 compared to $25.2 million in the prior year quarter.


The Company ended the third quarter of fiscal 2026 with debt of $251.4 million and $90.0 million in cash and cash equivalents, resulting in a net debt (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) position of $161.4 million.


During the third quarter of fiscal 2026, the Company increased its short-term borrowings and used the proceeds to acquire $101.4 million of Kloeckner equity securities. As of February 28, 2026, the Company did not have a controlling interest in or significant influence over Kloeckner.


The Company’s board of directors declared a quarterly dividend of $0.16 per common share. The dividend is payable on June 26, 2026, to shareholders of record at the close of business on June 12, 2026.


Conference Call


The Company will review fiscal 2026 third quarter results during its quarterly conference call on March 26, 2026, beginning at 8:30 a.m., Eastern Time. Conference call details are available through Events & Presentations in the Investors section of the Company’s website at www.WorthingtonSteel.com, or by registering online at https://events.q4inc.com/attendee/556002709 for the live conference.


About Worthington Steel


Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.


As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.


Safe Harbor Statement


Selected statements contained in this release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). The Company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “expect,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; the anticipated benefits of the Company’s separation from Worthington Enterprises, Inc. (the “Separation”); the expected financial and operational performance of, and future opportunities for, the Company following the Separation; the tax treatment of the Separation transaction; the leadership of the Company following the Separation; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; the Company’s plans, objectives, expectations and intentions related to its proposed acquisition (the “Proposed Acquisition”) of Klöckner & Co SE (“Kloeckner”) through a voluntary public cash takeover offer to all of Kloeckner’s shareholders and the benefits of the Proposed Acquisition; the expected outcomes of the Proposed Acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies; the impact of the Proposed Acquisition on the Company’s earnings; the Company’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction; the expected timeline for completing the Proposed Acquisition; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings, laws and regulations; anticipated improvements in business and efficiencies to be gained from the use of artificial intelligence and machine learning (“AI”) and other technologies; effects of cybersecurity breaches and other disruptions to information technology infrastructure; effects of public health emergencies and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on our customers, counterparties, employees and third-party service providers; and other non-historical matters.


Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: our ability to successfully realize the anticipated benefits of the Separation; the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates, and economic recession, and with respect to the ability of financial institutions to provide capital; the risks, uncertainties and impacts related to public health emergencies – the duration, extent and severity of which are impossible to predict, and actions taken by governmental authorities or others in connection therewith; changing commodity prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, energy, labor and other items required by operations (especially in light of ongoing global geopolitical and military conflicts); effects of sourcing and supply chain constraints, including interruptions in deliveries of raw materials and supplies or the loss of key supplier relationships; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of critical equipment failures, facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; the ability of the parties to successfully complete the Proposed Acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the Proposed Acquisition; the ability of the parties to achieve the minimum requisite acceptance threshold of Kloeckner’s issued share capital at the end of the acceptance period, including as a result of any statutory right of Kloeckner shareholders who have tendered their Kloeckner shares to withdraw their acceptance of the offer until the expiration of the acceptance period; the ability of the parties to obtain the necessary financing arrangements relating to the Proposed Acquisition; the Company’s ability to establish day-to-day control over Kloeckner’s operations after the closing of the Proposed Acquisition on a timely basis or at all; the effects of the Proposed Acquisition on the Company’s and Kloeckner’s operations, including on the Company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the Company’s operations; the potential impact of the consummation of the Proposed Acquisition on relationships with customers, suppliers and other third parties; the Company’s ability to achieve the anticipated cost synergies or accretion to earnings per share once the Proposed Acquisition is consummated; the ability to realize expected benefits of strategically deployed capital expenditures; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of ongoing global geopolitical and military conflicts), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of ongoing global geopolitical and military conflicts), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from public health emergencies, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products, suppliers or customers, a U.S. withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; impairment of the recorded value of inventory, equity investments, fixed assets, goodwill and other assets; competitive pressure on sales and pricing, including pressure from imports and substitute materials; the level of imports and import prices in the Company’s markets and the foreign currency exchange rate exposure; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the U.S Securities and Exchange Commission (“SEC”) and other governmental agencies; the effect of healthcare laws in the United States and potential changes for such laws, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effect of tax laws in the United States and potential changes for such laws, which may increase the Company's costs and negatively impact its operations and financial results; the operational, data privacy, security, regulatory and legal risks associated with the Company’s reliance on AI technologies as well as its inability to stay abreast of technological advancements and its dependence on third parties who rely on AI technologies; cybersecurity risks; the effects of privacy and information security laws and standards; the cyclical nature of the steel industry; the Company’s safety performance; the effects of competition and price pressures from competitors; risks associated with the proposed acquisition of Kloeckner; and other risks described from time to time in the Company’s filings with the SEC, including those described in “Part I – Item 1A. – Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025 and in our subsequent filings with the SEC on Form 10-Q and Form 8-K.


Forward-looking statements should be construed in the light of such risks. The Company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.




WORTHINGTON STEEL, INC.




CONSOLIDATED STATEMENTS OF EARNINGS




(In millions, except per share amounts)




(Unaudited)













 



 






 






Three Months Ended






 






 






Nine Months Ended






 








 






 






February 28,






 






 






February 28,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Net sales






 






$






769.8






 






 






$






687.4






 






 






$






2,514.6






 






 






$






2,260.4






 








Cost of goods sold






 






 






693.7






 






 






 






606.2






 






 






 






2,230.1






 






 






 






1,998.8






 








Gross margin






 






 






76.1






 






 






 






81.2






 






 






 






284.5






 






 






 






261.6






 








Selling, general and administrative expense






 






 






77.5






 






 






 






54.6






 






 






 






216.3






 






 






 






172.7






 








Impairment of assets






 






 






1.5






 






 






 






7.4






 






 






 






2.1






 






 






 






7.4






 








Restructuring and other (income) expense, net






 






 






(6.0






)






 






 






0.9






 






 






 






(7.0






)






 






 






0.9






 








Operating income






 






 






3.1






 






 






 






18.3






 






 






 






73.1






 






 






 






80.6






 








Other income (expense):






 






 






 






 






 






 






 






 






 






 






 






 








Miscellaneous income (expense), net






 






 






9.8






 






 






 






0.2






 






 






 






9.9






 






 






 






(1.9






)








Interest expense, net






 






 






(2.1






)






 






 






(1.4






)






 






 






(7.7






)






 






 






(6.1






)








Equity in net income of unconsolidated affiliate






 






 






3.5






 






 






 






-






 






 






 






16.7






 






 






 






0.4






 








Earnings before income taxes






 






 






14.3






 






 






 






17.1






 






 






 






92.0






 






 






 






73.0






 








Income tax expense






 






 






3.5






 






 






 






5.0






 






 






 






21.1






 






 






 






12.6






 








Net earnings






 






 






10.8






 






 






 






12.1






 






 






 






70.9






 






 






 






60.4






 








Net earnings (loss) attributable to noncontrolling interests






 






 






0.4






 






 






 






(1.7






)






 






 






4.9






 






 






 






5.4






 








Net earnings attributable to controlling interest






 






$






10.4






 






 






$






13.8






 






 






$






66.0






 






 






$






55.0






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Basic






 






 






 






 






 






 






 






 






 






 






 






 








Weighted average common shares outstanding






 






 






49.9






 






 






 






49.5






 






 






 






49.8






 






 






 






49.5






 








Earnings per share attributable to controlling interest






 






$






0.21






 






 






$






0.28






 






 






$






1.33






 






 






$






1.11






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Diluted






 






 






 






 






 






 






 






 






 






 






 






 








Weighted average common shares outstanding






 






 






50.9






 






 






 






50.5






 






 






 






50.7






 






 






 






50.5






 








Earnings per share attributable to controlling interest






 






$






0.20






 






 






$






0.27






 






 






$






1.30






 






 






$






1.09






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Common shares outstanding at end of period






 






 






49.9






 






 






 






49.5






 






 






 






49.9






 






 






 






49.5






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Cash dividends declared per share






 






$






0.16






 






 






$






0.16






 






 






$






0.48






 






 






$






0.48






 









WORTHINGTON STEEL, INC.




CONSOLIDATED BALANCE SHEETS




(In millions, except share amounts)




(Unaudited)











 






 






February 28,






 






 






May 31,






 








 






 






2026






 






 






2025






 








Assets






 






 






 






 






 






 








Current assets:






 






 






 






 






 






 








Cash and cash equivalents






 






$






90.0






 






 






$






38.0






 








Restricted cash






 






 






-






 






 






 






54.9






 








Receivables, less allowances of $1.2 and $3.8, respectively






 






 






461.6






 






 






 






438.7






 








Inventories






 






 






 






 






 






 








Raw materials






 






 






179.6






 






 






 






179.4






 








Work in process






 






 






149.4






 






 






 






165.6






 








Finished products






 






 






106.6






 






 






 






77.0






 








Total inventories






 






 






435.6






 






 






 






422.0






 








Income taxes receivable






 






 






2.7






 






 






 






0.1






 








Assets held for sale






 






 






0.6






 






 






 






11.5






 








Prepaid expenses and other current assets






 






 






116.0






 






 






 






83.3






 








Total current assets






 






 






1,106.5






 






 






 






1,048.5






 








Investment in unconsolidated affiliate






 






 






119.8






 






 






 






126.6






 








Operating lease right-of-use assets






 






 






89.1






 






 






 






72.6






 








Finance lease right-of-use assets, net of accumulated amortization of $2.1 and $–, respectively






 






 






9.4






 






 






 






-






 








Goodwill






 






 






103.3






 






 






 






79.6






 








Other intangible assets, net of accumulated amortization of $56.5 and $50.3, respectively






 






 






87.0






 






 






 






67.9






 








Deferred income taxes






 






 






12.7






 






 






 






11.4






 








Equity securities






 






 






101.3






 






 






 






-






 








Other assets






 






 






8.5






 






 






 






7.0






 








Property, plant and equipment:






 






 






 






 






 






 








Land






 






 






42.3






 






 






 






38.6






 








Buildings and improvements






 






 






221.5






 






 






 






190.4






 








Machinery and equipment






 






 






1,038.8






 






 






 






942.6






 








Construction in progress






 






 






182.9






 






 






 






132.7






 








Total property, plant and equipment






 






 






1,485.5






 






 






 






1,304.3






 








Less: accumulated depreciation






 






 






807.6






 






 






 






756.1






 








Total property, plant and equipment, net






 






 






677.9






 






 






 






548.2






 








Total assets






 






$






2,315.5






 






 






$






1,961.8






 









WORTHINGTON STEEL, INC.




CONSOLIDATED BALANCE SHEETS




(In millions, except share amounts)




(Unaudited)











 






 






February 28,






 






 






May 31,






 








 






 






2026






 






 






2025






 








Liabilities, mezzanine equity, and equity






 






 






 






 






 






 








Current liabilities:






 






 






 






 






 






 








Accounts payable






 






$






401.9






 






 






$






402.5






 








Short-term borrowings






 






 






192.7






 






 






 






149.2






 








Accrued compensation, contributions to employee benefit plans and related taxes






 






 






55.3






 






 






 






43.0






 








Dividends payable






 






 






9.1






 






 






 






9.3






 








Other accrued items






 






 






43.8






 






 






 






15.3






 








Current operating lease liabilities






 






 






11.3






 






 






 






7.7






 








Current finance lease liabilities






 






 






2.4






 






 






 






-






 








Income taxes payable






 






 






2.0






 






 






 






4.5






 








Current maturities of long-term debt






 






 






27.1






 






 






 






-






 








Total current liabilities






 






 






745.6






 






 






 






631.5






 








Other liabilities






 






 






57.3






 






 






 






32.8






 








Long-term debt






 






 






31.6






 






 






 






2.3






 








Noncurrent operating lease liabilities






 






 






82.4






 






 






 






68.7






 








Noncurrent finance lease liabilities






 






 






5.1






 






 






 






-






 








Deferred income taxes






 






 






36.1






 






 






 






28.6






 








Total liabilities






 






 






958.1






 






 






 






763.9






 








 






 






 






 






 






 






 








Mezzanine equity:






 






 






 






 






 






 








Redeemable noncontrolling interest






 






 






96.8






 






 






 






-






 








Total mezzanine equity






 






 






96.8






 






 






 






-






 








 






 






 






 






 






 






 








Shareholders’ equity - controlling interest:






 






 






 






 






 






 








Preferred shares, without par value; authorized – 1,000,000 shares; no shares issued or outstanding






 






 






-






 






 






 






-






 








Common shares, without par value; authorized – 150,000,000 shares; issued






 






 






 






 






 






 








and outstanding 49,910,958 shares and 49,548,895 shares, respectively






 






 






-






 






 






 






-






 








Additional Paid-in Capital






 






 






916.7






 






 






 






913.9






 








Retained Earnings






 






 






205.7






 






 






 






164.2






 








Accumulated other comprehensive income (loss), net of taxes of $(2.2) and $(2.0), respectively






 






 






2.1






 






 






 






(4.0






)








Total Shareholders’ equity – controlling interest






 






 






1,124.5






 






 






 






1,074.1






 








Noncontrolling interests






 






 






136.1






 






 






 






123.8






 








Total equity






 






 






1,260.6






 






 






 






1,197.9






 








Total liabilities, mezzanine equity, and equity






 






$






2,315.5






 






 






$






1,961.8






 









WORTHINGTON STEEL, INC.




CONSOLIDATED STATEMENTS OF CASH FLOWS




(In millions)




(Unaudited)











 






 






Nine Months Ended






 








 






 






February 28,






 








 






 






2026






 






 






2025






 








Operating activities:






 






 






 






 






 






 








Net earnings






 






$






70.9






 






 






$






60.4






 








Adjustment to reconcile net earnings to net cash provided by operating activities:






 






 






 






 






 






 








Depreciation and amortization






 






 






63.6






 






 






 






49.1






 








Impairment of assets






 






 






2.1






 






 






 






7.4






 








Benefit from deferred income taxes






 






 






(7.9






)






 






 






(2.3






)








Bad debt expense






 






 






0.6






 






 






 






1.9






 








Equity in net income of unconsolidated affiliate, net of distributions






 






 






6.8






 






 






 






12.4






 








Net gain on sale of assets






 






 






(5.3






)






 






 






(1.1






)








Stock-based compensation






 






 






11.8






 






 






 






8.1






 








Changes in assets and liabilities, net of impact of acquisitions:






 






 






 






 






 






 








Receivables






 






 






24.6






 






 






 






58.0






 








Inventories






 






 






28.5






 






 






 






63.0






 








Accounts payable






 






 






(33.2






)






 






 






(58.9






)








Accrued compensation and employee benefits






 






 






0.7






 






 






 






(12.1






)








Other operating items, net






 






 






(6.9






)






 






 






(9.5






)








Net cash provided by operating activities






 






 






156.3






 






 






 






176.4






 








 






 






 






 






 






 






 








Investing activities:






 






 






 






 






 






 








Investment in property, plant and equipment






 






 






(84.1






)






 






 






(84.9






)








Acquisitions, net of cash acquired






 






 






(1.6






)






 






 






-






 








Proceeds from sale of assets, net of selling costs






 






 






16.6






 






 






 






1.1






 








Purchases of equity securities






 






 






(101.4






)






 






 






-






 








Other investing activities






 






 






0.4






 






 






 






-






 








Net cash used in investing activities






 






 






(170.1






)






 






 






(83.8






)








 






 






 






 






 






 






 








Financing activities:






 






 






 






 






 






 








Proceeds from (repayments of) short-term borrowings, net






 






 






35.0






 






 






 






(20.0






)








Proceeds from revolving credit facility borrowings - swing loans






 






 






1,166.7






 






 






 






337.5






 








Repayments of revolving credit facility borrowings - swing loans






 






 






(1,158.2






)






 






 






(355.5






)








Proceeds from long-term debt, net of issuance costs






 






 






23.4






 






 






 






2.2






 








Principal payments on long-term debt






 






 






(23.0






)






 






 






-






 








Proceeds from issuance of common shares, net of tax withholdings






 






 






(6.0






)






 






 






(2.9






)








Payments to noncontrolling interests






 






 






-






 






 






 






(6.9






)








Dividends paid






 






 






(24.6






)






 






 






(23.9






)








Payments of debt issuance costs






 






 






(2.3






)






 






 






-






 








Net cash provided by (used in) financing activities






 






 






11.0






 






 






 






(69.5






)








 






 






 






 






 






 






 








Effects of exchange rate changes on cash, cash equivalents, and restricted cash






 






 






(0.1






)






 






 






-






 








Increase (decrease) in cash, cash equivalents, and restricted cash






 






 






(2.9






)






 






 






23.1






 








Cash, cash equivalents, and restricted cash at beginning of period






 






 






92.9






 






 






 






40.2






 








Cash, cash equivalents, and restricted cash at end of period






 






$






90.0






 






 






$






63.3






 







WORTHINGTON STEEL, INC.

NON-GAAP FINANCIAL MEASURES / SUPPLEMENTAL DATA

(In millions, except volume and per share amounts)


The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company also presents certain non-GAAP financial measures including (a) adjusted operating income, (b) adjusted earnings before income taxes, (c) adjusted income tax expense, (d) adjusted net earnings attributable to controlling interest, (e) adjusted net earnings per diluted share attributable to controlling interest, (f) net earnings before interest and taxes attributable to controlling interest (“EBIT”), (g) adjusted net earnings before interest and taxes attributable to controlling interest (“adjusted EBIT”), (h) net earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“EBITDA”), (i) adjusted net earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“adjusted EBITDA”), (j) free cash flow, and (k) total debt less cash and cash equivalents (“net debt”).


These non-GAAP financial measures typically exclude impairment and restructuring charges (gains) but may also exclude other items that management believes are not reflective of, and thus should not be included when evaluating the performance of, the Company’s ongoing operations. Management uses these non-GAAP financial measures, together with the most directly comparable GAAP financial measures, to evaluate the Company’s performance, engage in financial and operational planning, and determine incentive compensation and believes these non-GAAP financial measures provide useful information to investors because they provide additional perspective on the performance of the Company’s ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in the Company’s business and enable investors to evaluate operations and future prospects in the same manner as management. These non-GAAP financial measures are not intended to represent, and should not be considered as, an alternative to GAAP financial measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. These measures may exclude items that are significant to understanding the Company’s financial results and condition, and other companies may define or calculate similarly titled non-GAAP financial measures differently. Accordingly, the non-GAAP financial measures presented should be considered in conjunction with, and not as a replacement for, the comparable GAAP financial measures.


For the purposes of the subsequent tables, the non-GAAP measures have been adjusted for the items identified below:



Impairment of assets – impairments of assets are excluded to facilitate period-to-period comparability of the Company’s operating performance, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical, current and forecasted financial results.



Restructuring – restructuring activities consist of items associated with the Company’s cost-optimization activities, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). These restructuring activities are excluded to facilitate period-to-period comparability of the Company’s operating performance.



Acquisition completion bonus payment – consists of the one-time bonus payment paid to key individuals upon the successful acquisition closing of Sitem Group. The acquisition completion bonus payment was included within SG&A expense.



Deferred tax asset adjustment – Tempel’s electrical steel facility in Nagold, Germany was included as part of the purchase consideration for the Sitem Group acquisition. The contribution resulted in the future disallowance of deferred tax assets located within certain foreign certain tax jurisdictions and resulted in the write-off of the deferred tax assets as well as the recognition of incremental income tax expense. As this impacts income tax, the adjustment does not impact EBIT, EBITDA, adjusted EBIT, or adjusted EBITDA.



Tax indemnification adjustment – tax and indemnification adjustments reported in income tax expense and miscellaneous income, net, related to an indemnification agreement with the former owners of Tempel. These adjustments are the result of a first quarter fiscal 2025 favorable tax ruling. The indemnification agreement, which was entered into with the former Tempel owners at the time the Company acquired Tempel, provides protection to the Company from rulings by tax authorities through the acquisition date.



Pension settlement gain – pension lift-out transaction to transfer a portion of the total projected benefit obligation of the Tempel pension plan to a third-party insurance company, which resulted in a pre-tax non-cash gain reported in miscellaneous income (expense), net, is excluded from adjusted results to facilitate period-to-period comparability of the Company’s operating performance as it reflects a discrete settlement event.



Gain on land sale – sale of unused land on the campus of the Tempel subsidiary in China, which resulted in a pre-tax gain in miscellaneous income (expense), net, is excluded from adjusted results to facilitate period-to-period comparability of the Company’s operating performance as it reflects the non-operational disposition of real property.



Other loss, net – consists of the following items reported in miscellaneous income (expense), net, which are excluded from adjusted results to facilitate period-to-period comparability of the Company’s operating performance:


Net insured loss incurred for damage as a result of a small, quickly contained fire at Tempel Canada. The Company recognized a $0.5 million pre-tax loss equal to the amount of the insurance deductible.



Environmental reserve settlement gain of $0.2 million pre-tax recognized by Tempel Canada as the result of a prior indemnification with the former owners of the Canadian facility.






Kloeckner purchase derivative – consists of the change in the fair value of an economic (non-designated) cash flow derivative that was entered into to hedge a portion of the expected purchase price of the outstanding shares of Kloeckner in connection with the Company’s proposed acquisition. The change in the fair value is recorded in miscellaneous income (expense), net, and it is excluded from adjusted results to facilitate period-to-period comparability of the Company’s operating performance as it reflects non-operational activity.



Kloeckner acquisition-related expenses – consists of the acquisition-related related costs incurred in connection with the proposed acquisition of Kloeckner, consisting primarily of advisory, legal, accounting, valuation and other professional fees, as well as certain integration expenses, and are expensed as incurred in accordance with GAAP. Exclusion of these costs is appropriate because they are directly attributable to a specific strategic transaction that management expects to be transformative to the Company’s portfolio, scale and long-term operating profile and are not reflective of the Company’s ongoing operating performance for the periods presented. Exclusion facilitates period-over-period comparisons, and to assess performance excluding the impact of transaction-specific activities.



The following provides a reconciliation to the non-GAAP financial measures adjusted operating income, adjusted earnings before income taxes, adjusted income tax expense, adjusted net earnings attributable to controlling interest and adjusted net earnings per diluted share attributable to controlling interest from the most comparable GAAP measures for the three- and nine-month periods ended February 28, 2026, and February 28, 2025.




 






 






Three Months Ended February 28, 2026






 








 






 






Operating

Income






 






 






Earnings Before Income Taxes






 






 






Income Tax Expense






 






 






Net Earnings Attributable to Controlling Interest(1)






 






 






Net Earnings per Diluted Share Attributable to Controlling Interest






 








GAAP






 






$






3.1






 






 






$






14.3






 






 






$






3.5






 






 






$






10.4






 






 






$






0.20






 








Impairment of assets






 






 






1.5






 






 






 






1.5






 






 






 






0.3






 






 






 






1.2






 






 






 






0.03






 








Restructuring and other (income), net






 






 






(6.0






)






 






 






(6.0






)






 






 






(0.9






)






 






 






(2.9






)






 






 






(0.06






)








Kloeckner purchase derivative






 






 






-






 






 






 






(9.1






)






 






 






(2.2






)






 






 






(6.9






)






 






 






(0.14






)








Kloeckner acquisition-related expenses






 






 






15.4






 






 






 






15.4






 






 






 






3.6






 






 






 






11.8






 






 






 






0.24






 








Non-GAAP






 






$






14.0






 






 






$






16.1






 






 






$






4.3






 






 






$






13.6






 






 






$






0.27






 









 






 






Three Months Ended February 28, 2025






 








 






 






Operating

Income






 






 






Earnings Before Income Taxes






 






 






Income Tax Expense






 






 






Net Earnings Attributable to Controlling Interest(1)






 






 






Net Earnings per Diluted Share Attributable to Controlling Interest






 








GAAP






 






$






18.3






 






 






$






17.1






 






 






$






5.0






 






 






$






13.8






 






 






$






0.27






 








Impairment of assets






 






 






7.4






 






 






 






7.4






 






 






 






1.2






 






 






 






3.4






 






 






 






0.07






 








Restructuring and other expense, net






 






 






0.9






 






 






 






0.9






 






 






 






0.1






 






 






 






0.4






 






 






 






0.01






 








Non-GAAP






 






$






26.6






 






 






$






25.4






 






 






$






6.3






 






 






$






17.6






 






 






$






0.35






 









 






 






Nine Months Ended February 28, 2026






 








 






 






Operating

Income






 






 






Earnings Before Income Taxes






 






 






Income Tax Expense






 






 






Net Earnings Attributable to Controlling Interest(1)






 






 






Net Earnings per Diluted Share Attributable to Controlling Interest






 








GAAP






 






$






73.1






 






 






$






92.0






 






 






$






21.1






 






 






$






66.0






 






 






$






1.30






 








Impairment of assets






 






 






2.1






 






 






 






2.1






 






 






 






0.5






 






 






 






1.6






 






 






 






0.04






 








Restructuring and other (income), net






 






 






(7.0






)






 






 






(7.0






)






 






 






(1.1






)






 






 






(3.3






)






 






 






(0.07






)








Acquisition completion bonus payment






 






 






4.6






 






 






 






4.6






 






 






 






0.6






 






 






 






1.8






 






 






 






0.04






 








Deferred tax asset adjustment






 






 






-






 






 






 






-






 






 






 






(0.8






)






 






 






0.8






 






 






 






0.02






 








Other loss, net






 






 






-






 






 






 






0.3






 






 






 






0.1






 






 






 






0.2






 






 






 






-






 








Kloeckner purchase derivative






 






 






-






 






 






 






(9.1






)






 






 






(2.2






)






 






 






(6.9






)






 






 






(0.14






)








Kloeckner acquisition-related expenses






 






 






20.3






 






 






 






20.3






 






 






 






4.9






 






 






 






15.4






 






 






 






0.30






 








Non-GAAP






 






$






93.1






 






 






$






103.2






 






 






$






23.1






 






 






$






75.6






 






 






$






1.49






 









 






 






Nine Months Ended February 28, 2025






 








 






 






Operating

Income






 






 






Earnings Before Income Taxes






 






 






Income Tax Expense






 






 






Net Earnings Attributable to Controlling Interest(1)






 






 






Net Earnings per Diluted Share Attributable to Controlling Interest






 








GAAP






 






$






80.6






 






 






$






73.0






 






 






$






12.6






 






 






$






55.0






 






 






$






1.09






 








Impairment of assets






 






 






7.4






 






 






 






7.4






 






 






 






1.2






 






 






 






3.4






 






 






 






0.07






 








Restructuring and other expense, net






 






 






0.9






 






 






 






0.9






 






 






 






0.1






 






 






 






0.4






 






 






 






0.01






 








Tax indemnification adjustment






 






 






-






 






 






 






4.4






 






 






 






4.4






 






 






 






-






 






 






 






-






 








Pension settlement gain






 






 






-






 






 






 






(2.7






)






 






 






(0.7






)






 






 






(2.0






)






 






 






(0.04






)








Gain on land sale






 






 






-






 






 






 






(1.5






)






 






 






(0.4






)






 






 






(1.1






)






 






 






(0.02






)








Non-GAAP






 






$






88.9






 






 






$






81.5






 






 






$






17.2






 






 






$






55.7






 






 






$






1.11






 









 








(1)

Excludes the impact of the noncontrolling interest.







To further assist in the analysis of results for the periods presented, the following volume and net sales information for the three- and nine-month periods ended February 28, 2026, and February 28, 2025, has been provided along with a reconciliation of the non-GAAP financial measures, EBIT, adjusted EBIT and adjusted EBITDA to the most comparable GAAP measure, which is net earnings attributable to controlling interest. Net earnings margin is calculated by dividing net earnings attributable to controlling interest by net sales. Adjusted EBIT margin is calculated by dividing adjusted EBIT by net sales. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales.




 






Three Months Ended






 








 






February 28,






 








(In millions, except volume)






2026






 






 






2025






 








Volume (tons)






 






817,524






 






 






 






881,410






 








Net sales






$






769.8






 






 






$






687.4






 








 






 






 






 






 






 








Net earnings attributable to controlling interest






$






10.4






 






 






$






13.8






 








Interest expense, net






 






2.1






 






 






 






1.4






 








Income tax expense






 






3.5






 






 






 






5.0






 








EBIT






 






16.0






 






 






 






20.2






 








Impairment of assets(1)






 






1.5






 






 






 






4.6






 








Restructuring and other (income) expense, net(2)






 






(3.8






)






 






 






0.5






 








Kloeckner purchase derivative






 






(9.1






)






 






 






-






 








Kloeckner acquisition-related expenses






 






15.4






 






 






 






-






 








Adjusted EBIT






 






20.0






 






 






 






25.3






 








Depreciation and amortization






 






21.6






 






 






 






16.6






 








Adjusted EBITDA






$






41.6






 






 






$






41.9






 








 






 






 






 






 






 








Net earnings margin






 






1.4






%






 






 






2.0






%








Adjusted EBIT margin






 






2.6






%






 






 






3.7






%








Adjusted EBITDA margin






 






5.4






%






 






 






6.1






%









 






Nine Months Ended






 








 






February 28,






 








(In millions, except volume)






2026






 






 






2025






 








Volume (tons)






 






2,648,228






 






 






 






2,811,572






 








Net sales






$






2,514.6






 






 






$






2,260.4






 








 






 






 






 






 






 








Net earnings attributable to controlling interest






$






66.0






 






 






$






55.0






 








Interest expense, net






 






7.7






 






 






 






6.1






 








Income tax expense






 






21.1






 






 






 






12.6






 








EBIT






 






94.8






 






 






 






73.7






 








Impairment of assets(1)






 






2.1






 






 






 






4.6






 








Restructuring and other (income) expense, net(3)






 






(4.4






)






 






 






0.5






 








Tax indemnification adjustment






 






-






 






 






 






4.4






 








Pension settlement gain






 






-






 






 






 






(2.7






)








Gain on land sale






 






-






 






 






 






(1.5






)








Acquisition completion bonus payment(4)






 






2.4






 






 






 






-






 








Other loss, net






 






0.3






 






 






 






-






 








Kloeckner purchase derivative






 






(9.1






)






 






 






-






 








Kloeckner acquisition-related expenses






 






20.3






 






 






 






-






 








Adjusted EBIT






 






106.4






 






 






 






79.0






 








Depreciation and amortization






 






63.6






 






 






 






49.1






 








Adjusted EBITDA






$






170.0






 






 






$






128.1






 








 






 






 






 






 






 








Net earnings margin






 






2.6






%






 






 






2.4






%








Adjusted EBIT margin






 






4.2






%






 






 






3.5






%








Adjusted EBITDA margin






 






6.8






%






 






 






5.7






%









 









(1)






Excludes the noncontrolling interest portion of impairment of assets of $2.8 million in the fiscal 2025 period.








(2)






Excludes the noncontrolling interest portion of restructuring and other (income) expense, net of $(2.2) million and $0.4 million in the fiscal 2026 and fiscal 2025 periods, respectively.








(3)






Excludes the noncontrolling interest portion of restructuring and other (income) expense, net of $(2.6) million and $0.4 million in the fiscal 2026 and fiscal 2025 periods, respectively.








(4)






Excludes the noncontrolling interest portion of the acquisition completion bonus payment of $2.2 million in the fiscal 2026 period.







The table below provides a reconciliation from net earnings attributable to controlling interest (the most comparable GAAP financial measure) to the non-GAAP financial measures, EBITDA and adjusted EBITDA, for each of the past five fiscal quarters, the 12 months ended February 28, 2026, and the 12 months ended November 30, 2025.




 






 






Third






 






 






Second






 






 






First






 






 






Fourth






 






 






Third






 








 






 






Quarter






 






 






Quarter






 






 






Quarter






 






 






Quarter






 






 






Quarter






 








 






 






2026






 






 






2026






 






 






2026






 






 






2025






 






 






2025






 








Net earnings attributable to controlling interest






 






$






10.4






 






 






$






18.8






 






 






$






36.8






 






 






$






55.7






 






 






$






13.8






 








Interest expense, net






 






 






2.1






 






 






 






2.7






 






 






 






2.9






 






 






 






1.0






 






 






 






1.4






 








Income tax expense






 






 






3.5






 






 






 






4.2






 






 






 






13.4






 






 






 






16.2






 






 






 






5.0






 








Depreciation and amortization






 






 






21.6






 






 






 






21.7






 






 






 






20.3






 






 






 






16.9






 






 






 






16.6






 








EBITDA






 






 






37.6






 






 






 






47.4






 






 






 






73.4






 






 






 






89.8






 






 






 






36.8






 








Impairment of assets(1)






 






 






1.5






 






 






 






0.6






 






 






 






-






 






 






 






-






 






 






 






4.6






 








Restructuring and other (income) expense, net(2)






 






 






(3.8






)






 






 






-






 






 






 






(0.6






)






 






 






1.0






 






 






 






0.5






 








Tax indemnification adjustment






 






 






-






 






 






 






-






 






 






 






-






 






 






 






0.2






 






 






 






-






 








Gain on Sitem Group purchase derivative






 






 






-






 






 






 






-






 






 






 






-






 






 






 






(4.0






)






 






 






-






 








Acquisition completion bonus payment(3)






 






 






-






 






 






 






-






 






 






 






2.4






 






 






 






-






 






 






 






-






 








Other loss, net






 






 






-






 






 






 






0.3






 






 






 






-






 






 






 






-






 






 






 






-






 








Kloeckner purchase derivative






 






 






(9.1






)






 






 






-






 






 






 






-






 






 






 






-






 






 






 






-






 








Kloeckner acquisition-related expenses






 






 






15.4






 






 






 






4.9






 






 






 






-






 






 






 






-






 






 






 






-






 








Adjusted EBITDA






 






$






41.6






 






 






$






53.2






 






 






$






75.2






 






 






$






87.0






 






 






$






41.9






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Trailing 12 months adjusted EBITDA






 






$






257.0






 






 






$






257.3






 






 






 






 






 






 






 






 






 






 









 









(1)






Excludes the noncontrolling interest portion of impairment of assets of $2.8 million in the third quarter of fiscal 2025.








(2)






Excludes the noncontrolling interest portion of restructuring and other (income) expense, net of $(2.2) million, $(0.4) million, $0.7 million, and $0.4 million in the third quarter of fiscal 2026, first quarter of fiscal 2026, fourth quarter of fiscal 2025, and third quarter of fiscal 2025, respectively.








(3)






Excludes the noncontrolling interest portion of the acquisition completion bonus payment of $2.2 million in the first quarter of fiscal 2026.







The following provides a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) to free cash flow for each of the past five fiscal quarters and the 12 months ended February 28, 2026. Free cash flow is a non-GAAP financial measure that management believes measures the Company’s ability to generate cash beyond what is required for its business operations and capital expenditures.




 






 






Third






 






 






Second






 






 






First






 






 






Fourth






 






 






Third






 








 






 






Quarter






 






 






Quarter






 






 






Quarter






 






 






Quarter






 






 






Quarter






 








 






 






2026






 






 






2026






 






 






2026






 






 






2025






 






 






2025






 








Net cash provided by (used in) operating activities






 






$






63.3






 






 






$






99.3






 






 






$






(6.3






)






 






$






53.9






 






 






$






53.8






 








Investment in property, plant and equipment






 






 






(30.0






)






 






 






(24.7






)






 






 






(29.4






)






 






 






(45.5






)






 






 






(28.6






)








Free cash flow






 






$






33.3






 






 






$






74.6






 






 






$






(35.7






)






 






$






8.4






 






 






$






25.2






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Trailing 12 months free cash flow






 






$






80.6






 






 






 






 






 






 






 






 






 






 






 






 






 







The following provides a reconciliation of total debt (the most comparable GAAP financial measure) to the non-GAAP financial measure net debt. Net debt is calculated by subtracting cash and cash equivalents from total debt (defined as the aggregate of short-term borrowings, current maturities of long-term debt, and long-term debt). The calculation of net debt as of February 28, 2026, is outlined below.




 






 






February 28,






 








 






 






2026






 








Short-term borrowings






 






$






192.7






 








Current maturities of long-term debt






 






 






27.1






 








Long-term debt






 






 






31.6






 








Total debt






 






$






251.4






 








Less: cash and cash equivalents






 






 






(90.0






)








Net debt






 






$






161.4






 







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260324992522/en/
Melissa Dykstra

Vice President

Corporate Communications and Investor Relations

Phone: 614-840-4144

Melissa.Dykstra@worthingtonsteel.com


Original: Worthington Steel Reports Third Quarter Fiscal 2026 Results