Stock-Based Compensation (Tables)

12 Months Ended

May 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Non-qualified Stock Options Granted

The table below sets forth the non-qualified stock options granted during each of the last three fiscal years. For each grant, the exercise price was equal to the closing market price of the underlying common shares at the respective grant date. The fair values of these stock options were based on the Black-Scholes option pricing model, calculated at the respective grant dates. The calculated pre-tax stock-based compensation expense for these stock options will be recognized on a straight-line basis over the three-year vesting period of the stock options.

	2024		2023		2022
Granted		58		84		55
Weighted average exercise price, per common share	$	68.68	$	46.39	$	60.19
Weighted average grant date fair value, per common share	$	25.61	$	16.36	$	19.76
Pre-tax stock-based compensation expense	$	1,485	$	1,381	$	1,077

Schedule of Assumptions Used to Determine Fair Value of Stock Options

The weighted average fair value of stock options granted in fiscal 2024, fiscal 2023 and fiscal 2022 was based on the following weighted average assumptions:

	2024			2023			2022
Dividend yield		2.34	%		2.33	%		2.10	%
Expected volatility		42.62	%		41.63	%		41.62	%
Risk-free interest rate		4.04	%		3.19	%		1.10	%
Expected life (years)		6.0			6.0			6.0

Summary of Stock Option Activity

The following tables summarize our stock option activity for the prior three fiscal years:

	2024					2023					2022
	Stock Options			Weighted Average Exercise Price		Stock Options			Weighted Average Exercise Price		Stock Options			Weighted Average Exercise Price
Outstanding, beginning of year		573		$	42.61		602		$	39.66		602		$	36.44
Converted to Worthington Steel common shares (1)		(61	)		51.44		-			-		-			-
Separation related adjustment		255			-		-			-		-			-
Granted		58			68.68		84			46.39		55			60.19
Exercised		(297	)		31.98		(113	)		29.71		(53	)		23.80
Forfeited		(7	)		45.91		-			-		(2	)		44.69
Outstanding, end of year		521		$	29.67		573		$	42.61		602		$	39.66
Exercisable at end of year		401		$	27.23		418		$	40.84		447		$	37.68

(1)Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range

			Weighted
			Average
	Number of		Remaining		Aggregate
	Stock		Contractual		Intrinsic
	Options		Life		Value
	(In thousands)		(In years)		(In thousands)
May 31, 2024
Outstanding		521		4.11	$	14,245
Exercisable		401		2.82	$	11,945
May 31, 2023
Outstanding		573		5.47	$	7,970
Exercisable		418		4.38	$	6,472
May 31, 2022
Outstanding		602		5.15	$	4,987
Exercisable		447		4.09	$	4,065

Summary of Non-Vested Stock Option Awards

The following table summarizes information about non-vested stock option awards for fiscal 2024:

				Weighted
				Average
				Grant Date
	Number of			Fair Value
	Stock Options			Per
	(In thousands)			Common Share
Non-vested, beginning of year		155		$	13.66
Converted to Worthington Steel common shares (1)		(36	)		20.90
Separation related adjustment		50			-
Granted		58			25.61
Vested		(100	)		14.29
Forfeited		(7	)		18.40
Non-vested, end of year		120		$	13.78

(1)Effective as of the Distribution, each outstanding stock option held by a then-current or former employee or service provider of Worthington Steel was converted into a stock option denominated in the common shares of Worthington Steel.

Schedule of Service-Based Restricted Common Shares Granted

The table below sets forth the service-based restricted common shares granted under the Plans during each of the past three fiscal years. The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective three-year service periods.

	2024		2023		2022
Granted		218		358		192
Weighted average grant date fair value, per common share	$	64.45	$	49.89	$	57.19
Pre-tax stock-based compensation	$	14,046	$	17,884	$	10,993

Summary of Activity for Service-Based Restricted Common Shares

The following table summarizes the activity for service-based restricted common shares for the past three fiscal years:

	2024					2023					2022
	Restricted Common Shares			Weighted Average Grant Date Fair Value		Restricted Common Shares			Weighted Average Grant Date Fair Value		Restricted Common Shares			Weighted Average Grant Date Fair Value
Outstanding, beginning of year		800		$	47.39		650		$	44.12		777		$	40.36
Converted to Worthington Steel common shares (1)		(296	)		51.46		-			-		-			-
Separation related adjustment		220			-		-			-		-			-
Granted		218			64.45		358			49.89		192			57.19
Vested		(345	)		39.22		(184	)		40.52		(295	)		42.90
Forfeited		(22	)		45.65		(24	)		48.94		(24	)		42.36
Outstanding, end of year		575		$	36.43		800		$	47.39		650		$	44.12
Weighted average remaining contractual life of
outstanding restricted common shares (in years)		1.13					1.28					1.25
Aggregate intrinsic value of outstanding restricted
common shares	$	32,783				$	44,926				$	30,283
Aggregate intrinsic value of restricted common
shares vested during the year	$	21,708				$	8,897				$	16,534

(1)Effective as of the Distribution, each restricted stock award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel common shares.

Schedule of Weighted Average Assumptions Used to Determine Grant Date Fair Value of Market Based Restricted Common Shares

The following weighted average assumptions were used to determine the grant date fair value for our market-based restricted common shares for fiscal 2024, fiscal 2023, and fiscal 2022.

	2024			2023			2022
Dividend yield		1.05	%		2.67	%	n/a
Expected volatility		33.9	%		43.0	%	n/a
Risk-free interest rate		4.52	%		3.18	%	n/a

Summary of Activity for Market-Based Restricted Common Shares

The following table summarizes our market-based restricted common shares for the past three fiscal years.

	2024					2023				2022
	Market-			Weighted		Market-		Weighted		Market-		Weighted
	based			Average		based		Average		based		Average
	Restricted			Grant		Restricted		Grant		Restricted		Grant
	Common			Date Fair		Common		Date Fair		Common		Date Fair
	Shares			Value		Shares		Value		Shares		Value
Outstanding, beginning of year		330		$	22.03		320	$	21.61		320	$	21.61
Separation related adjustment		34					-		-		-		-
Granted		166			42.82		10		35.49		-		-
Vested		(270	)		22.96		-		-		-		-
Outstanding, end of year		260		$	31.40		330	$	22.03		320	$	21.61
Weighted average remaining contractual life of
outstanding performance shares (in years)		2.11					0.49				1.44
Aggregate intrinsic value of outstanding
performance shares	$	14,850				$	18,523			$	14,925
Aggregate intrinsic value of performance
shares vested during the year	$	18,152				n/a				n/a

Performance Shares Granted

The table below sets forth the performance shares we granted (at target levels) during fiscal 2024, fiscal 2023 and fiscal 2022:

	2024		2023		2022
Granted		116		118		67
Weighted average grant date fair value, per common share	$	52.36	$	43.40	$	52.22
Pre-tax stock-based compensation expense	$	6,093	$	5,101	$	3,511

Summary of Performance Share Award Activity

The following table summarizes our performance share award activity for the past three fiscal years:

	2024					2023					2022
				Weighted					Weighted					Weighted
				Average					Average					Average
				Grant					Grant					Grant
	Performance			Date Fair		Performance			Date Fair		Performance			Date Fair
	Shares			Value		Shares			Value		Shares			Value
Outstanding, beginning of year		172		$	46.37		160		$	42.93		177		$	39.23
Converted to Worthington Steel common shares (1)		(39	)		56.99		-			-		-			-
Separation related adjustment		59			-		-			-		-			-
Granted		116			52.36		118			43.40		67			52.22
Vested		(145	)		38.91		(89	)		38.91		(65	)		42.82
Forfeited		(22	)		40.18		(17	)		39.36		(19	)		41.80
Outstanding, end of year		141		$	37.55		172		$	46.37		160		$	42.93
Weighted average remaining contractual life of
outstanding performance shares (in years)		1.43					1.59					0.90
Aggregate intrinsic value of outstanding
performance shares	$	8,014				$	9,636				$	7,445
Aggregate intrinsic value of performance
shares vested during the year	$	10,165				$	4,056				$	3,994

(1)Effective as of the Distribution, each performance share award held by an employee or director of Worthington Steel was converted into a restricted stock award covering Worthington Steel shares.