Worthington Steel Inc.

06/03/2026 | Press release | Distributed by Public on 06/03/2026 14:41

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KLINGLER JEFFREY R
2. Issuer Name and Ticker or Trading Symbol
Worthington Steel, Inc. [WS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
100 OLD WILSON BRIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
(Street)
COLUMBUS, OH 43085
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 06/01/2026 M 200 A $21.51 93,412 D
Common Shares 06/01/2026 S 200 D $43 93,212 D
Common Shares 06/02/2026 M 3,442 A $18.64 96,654 D
Common Shares 06/02/2026 M 6,259 A $21.51 102,913 D
Common Shares 06/02/2026 M 10,335 A $14.37 113,248 D
Common Shares 06/02/2026 S 14,008 D $43.5217(1) 99,240 D
Common Shares 06/02/2026 S 6,028 D $44.5283(2) 93,212 D
Commons Shares 4,600 I By IRA
Common Shares 1.22 I By 401K
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualifed Stock Options (Right to Buy) $21.51 06/01/2026 M 200 06/30/2024(3) 06/30/2033 Common Shares 200 $ 0 9,489 D
Non-Qualifed Stock Options (Right to Buy) $21.51 06/02/2026 M 6,259 06/30/2024(3) 06/30/2033 Common Shares 6,259 $ 0 3,230 D
Non-Qualifed Stock Options (Right to Buy) $18.64 06/02/2026 M 3,442 06/25/2024(4) 06/25/2031 Common Shares 3,442 $ 0 0 D
Non-Qualifed Stock Options (Right to Buy) $14.37 06/02/2026 M 10,335 06/24/2025(5) 06/24/2032 Common Shares 10,335 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLINGLER JEFFREY R
100 OLD WILSON BRIDGE ROAD
COLUMBUS, OH 43085
Chief Operating Officer

Signatures

/s/Joseph Y. Heuer, as attorney-in-fact for Jeffrey R. Klingler 06/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $43.00 to $43.96, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
(2) The price reported is a weighted average price. These common shares were sold in multiple transactions at prices ranging from $44.02 to $44.87, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common shares sold at each separate price within the ranges set forth.
(3) This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the first day any portion of the option will vest. Additional portions of 33.33% of the option vested on 6/30/2025 and will vest on 6/30/2026.
(4) This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the date upon which this non-qualifed stock option became fully exercisable.
(5) This non-qualified stock option was granted pursuant to the Worthington Steel, Inc. 2023 Long Term Incentive Plan. The date listed is the date upon which this non-qualifed stock option became fully exercisable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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