0000950170-23-068362.txt : 20231205 0000950170-23-068362.hdr.sgml : 20231205 20231205185025 ACCESSION NUMBER: 0000950170-23-068362 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231205 DATE AS OF CHANGE: 20231205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSON CARL A JR CENTRAL INDEX KEY: 0001229316 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41830 FILM NUMBER: 231468046 MAIL ADDRESS: STREET 1: 5000 TUTTLE CROSSING BOULEVARD STREET 2: P.O. BOX 5000 CITY: DUBLIN STATE: OH ZIP: 43016-5555 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Worthington Steel, Inc. CENTRAL INDEX KEY: 0001968487 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 922632000 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 200 W. OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 614-840-4995 MAIL ADDRESS: STREET 1: 200 W. OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 4 1 ownership.xml 4 X0508 4 2023-12-01 0001968487 Worthington Steel, Inc. WS 0001229316 NELSON CARL A JR 100 OLD WILSON BRIDGE ROAD COLUMBUS OH 43085 true false false false false Common Shares 2023-12-01 4 A false 7428 A 97583 D On December 1, 2023, Worthington Enterprises, Inc. (f/k/a Worthington Industries, Inc.) ("WOR") completed a pro rata spin-off distribution (the "Distribution") of all of its common shares of the Issuer to the holders of record of WOR common shares as of November 21, 2023 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of November 30, 2023, by and between WOR and the Issuer (the "EMA"), all outstanding equity awards with respect to WOR common shares held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common shares, with such equitable adjustments determined based on (i) the closing price of one WOR common share on the close of trading on November 30, 2023 and (ii) the closing price of one Issuer common share on December 1, 2023. Represents the grant of restricted stock of WS ("WS Restricted Shares") upon the conversion of restricted stock of WOR held by the Reporting Person as of December 1, 2023 in connection with the Distribution, in accordance with the terms of the EMA. The WS Restricted Shares were granted pursuant to the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding restricted stock of WOR. The WS Restricted Shares vest on the Issuer's annual meeting of shareholders in 2024. Includes 90,155 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date. /s/ Joseph Y. Heuer, as attorney-in-fact for Carl A. Nelson Jr. 2023-12-05