0000950170-23-068310.txt : 20231205
0000950170-23-068310.hdr.sgml : 20231205
20231205180452
ACCESSION NUMBER: 0000950170-23-068310
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: ADAMS TIMOTHY A
CENTRAL INDEX KEY: 0002000293
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41830
FILM NUMBER: 231467895
MAIL ADDRESS:
STREET 1: 100 W. OLD WILSON BRIDGE ROAD
CITY: COLUMBUS
STATE: OH
ZIP: 43085
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
0002000293
ADAMS TIMOTHY A
100 OLD WILSON BRIDGE ROAD
COLUMBUS
OH
43085
false
true
false
false
VP, Chief Financial Officer
false
Common Shares
2023-12-01
4
A
false
9364
A
16694
D
Non-qualified stock option (right to buy)
13.10
2023-12-01
4
A
false
2367
A
2026-06-30
Common Shares
2367
2367
D
Non-qualified stock option (right to buy)
14.79
2023-12-01
4
A
false
2906
A
2027-06-29
Common Shares
2906
2906
D
Non-qualified stock option (right to buy)
13.29
2023-12-01
4
A
false
2906
A
2028-06-28
Common Shares
2906
2906
D
Non-qualified stock option (right to buy)
12.05
2023-12-01
4
A
false
4198
A
2029-06-27
Common Shares
4198
4198
D
Non-qualified stock option (right to buy)
11.44
2023-12-01
4
A
false
5490
A
2030-06-25
Common Shares
5490
5490
D
Non-qualified stock option (right to buy)
18.64
2023-12-01
4
A
false
2583
A
2031-06-25
Common Shares
2583
2583
D
Non-qualified stock option (right to buy)
14.37
2023-12-01
4
A
false
4198
A
2032-06-24
Common Shares
4198
4198
D
Non-qualified stock option (right to buy)
21.51
2023-12-01
4
A
false
2260
A
2033-06-30
Common Shares
2260
2260
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 Long-Term Incentive Plan 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. Includes (i) 2,906 WS Restricted Shares that vest on June 25, 2024, (ii) 3,875 WS Restricted Shares that vest on June 24, 2025 and (ii) 2,583 WS Restricted Shares that vest on June 30, 2026.
Includes 7,330 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date.
Represents the grant of stock options to purchase the Issuer's common shares ("WS Options") upon the conversion of stock options to purchase WOR common shares ("WOR Options") in connection with the Distribution, in accordance with the terms of the EMA. The WS Options were granted pursuant to the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan (the "NQ Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding WOR Options.
Fully vested and currently exercisable.
Corresponds to the remaining portion of WOR Options initially granted on June 25, 2021 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 25, 2022, June 25, 2023 and June 25, 2024.
Corresponds to the remaining portion of WOR Options initially granted on June 24, 2022 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 24, 2023, June 24, 2024 and June 24, 2025.
Corresponds to the remaining portion of WOR Options initially granted on June 30, 2023 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 30, 2024, June 30, 2025 and June 25, 2026.
/s/ Joseph Y. Heuer, as attorney-in-fact for Timothy A. Adams
2023-12-05