Worthington Steel Prices $700 Million Senior Secured Notes Offering (Form 8-K)

Worthington Steel Prices $700 Million Senior Secured Notes Offering

COLUMBUS, Ohio, May 28, 2026 - 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.