01/26/2026 | Press release | Distributed by Public on 01/26/2026 16:22
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Acquired Under Deferred Compensation Plan | (1) | 01/22/2026 | M | 291.578 | 01/22/2026 | 01/22/2026 | Common Shares | 291.578 | (1) | 18,172.848(2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SCHIAVO MARY FACKLER 100 OLD WILSON BRIDGE ROAD COLUMBUS, OH 43085 |
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| /s/Joseph Y. Heuer, as attorney-in-fact for Mary Schiavo | 01/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Each share of WS Phantom Stock was the economic equivalent of one common share of Worthington Steel, Inc. Pursuant to an election made in 2013, the reporting person elected to receive 1/10th of amounts she deferred in 2014 in 2026. The reporting person elected to receive her WS Phantom Stock in common shares of Worthington Steel, Inc. Per the terms of the NQ Plan, all fractional shares are paid in cash. |
| (2) | Represents unfunded theoretical common shares (i.e. phantom stock) of the Issuer ("WS Phantom Shares") credited to a bookkeeping account for the benefit of the Reporting Person under the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan for Directors ("NQ Plan"). The WS Phantom Shares credited to the Reporting Person's account track common shares of the Issuer on a one-year basis. Distributions are made only in common shares of the Issuer and generally commence upon leaving the Issuer and its subsidiaries. |