10-12B/A

As filed with the Securities and Exchange Commission on October 25, 2023

File No. 001-41830

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of

the Securities Exchange Act of 1934

WORTHINGTON STEEL, INC.

(Exact name of registrant as specified in its charter)

Ohio	92-2632000
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Old Wilson Bridge Road, Columbus, Ohio	43085
(Address of principal executive offices)	(Zip Code)

(614) 438-3210

(Registrant’s telephone number, including area code)

Copies to:

Cathy A. Birkeland

Alexa M. Berlin

Christopher R. Drewry

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, Illinois 60611

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Shares, without par value	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included in this Registration Statement on Form 10 is incorporated herein by reference to specifically identified portions of the information statement filed herewith as Exhibit 99.1 (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless specifically incorporated by reference.

Item 1. Business

The information required by this Item 1 is contained in the sections of the Information Statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation and Distribution,” “Description of Certain Indebtedness,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Person Transactions,” “Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A. Risk Factors

The information required by this Item 1A is contained in the sections of the Information Statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated herein by reference.

Item 2. Financial Information

The information required by this Item 2 is contained in the sections of the Information Statement entitled “Information Statement Summary—Summary Historical and Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.

Item 3. Properties

The information required by this Item 3 is contained in the sections of the Information Statement entitled “Information Statement Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Those sections are incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The information required by this Item 4 is contained in the sections of the Information Statement entitled “Management” and “Security Ownership of Certain Beneficial Owners and Management.” Those sections are incorporated herein by reference.

Item 5. Directors and Executive Officers

The information required by this Item 5 is contained in the section of the Information Statement entitled “Management.” That section is incorporated herein by reference.

Item 6. Executive Compensation

The information required by this Item 6 is contained in the sections of the Information Statement entitled “Management” “Executive Compensation,” “Director Compensation,” and “Worthington Steel 2023 Long-Term Incentive Plan Information.” Those sections are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 7 is contained in the sections of the Information Statement entitled “Information Statement Summary—Separation and Distribution,” “Management,” “Certain Relationships and Related Person Transactions,” “Risk Factors—Risks Related to the Separation and Our Relationship with New Worthington” and “The Separation and Distribution.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings

The information required by this Item 8 is contained in the section of the Information Statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters

The information required by this Item 9 is contained in the sections of the Information Statement entitled “Information Statement Summary,” “The Separation and Distribution,” “Dividend Policy,” “Management” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities

The information required by this Item 10 is contained in the sections of the Information Statement entitled “Information Statement Summary—The Separation and Distribution—Our Post-Separation Relationship with New Worthington,” “The Separation and Distribution,” “Certain Relationships and Related Person Transactions” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered

The information required by this Item 11 is contained in the sections of the Information Statement entitled “Dividend Policy,” “The Separation and Distribution” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers

The information required by this Item 12 is contained in the section of the Information Statement entitled “Description of Capital Stock— Anti-Takeover Effects of our amended and restated articles of incorporation, our amended and restated code of regulations and Ohio Law—Indemnification of Directors and Officers.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data

The information required by this Item 13 is contained in the sections of the Information Statement entitled “Information Statement Summary—Summary Historical and Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections (and the financial statements and related notes referenced therein) are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 15. Financial Statements and Exhibits

(a) Financial Statements

The information required by this Item 15(a) is contained in the sections of the Information Statement entitled “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” (and the financial

statements and related notes referenced therein). Those sections (and the financial statements and related notes referenced therein) are incorporated herein by reference.

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1**	Form of Separation and Distribution Agreement
3.1*	Form Amended and Restated Articles of Incorporation
3.2*	Form of Amended and Restated Code of Regulations
10.1**	Form of Transition Services Agreement
10.2**	Form of Tax Matters Agreement
10.3**	Form of Employee Matters Agreement
10.4**	Form of Trademark License Agreement
10.5**	Form of WBS License Agreement
10.6*	Form of Steel Supply Agreement
10.7*	Form of Indemnification Agreement
21.1*	List of Subsidiaries
99.1**	Preliminary Information Statement of Worthington Steel, Inc.
99.2*	Form of Notice Regarding the Internet Availability of Information Statement Materials

* To be filed by amendment.

** Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

WORTHINGTON STEEL, INC.
By:	/s/ Geoff Gilmore
	Name: Geoff Gilmore
	Title: Chief Executive Officer
	Date: October 25, 2023

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF [ ⚫ ]

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			2
1.1	Definitions		2
1.2	Interpretation		14
ARTICLE II. SEPARATION			14
2.1	Transfers of Assets and Assumptions of Liabilities; Worthington Steel Assets; Worthington Assets		14
2.2	Nonassignable Contracts and Permits		19
2.3	Termination of Intercompany Agreements		20
2.4	Treatment of Shared Contracts and Shared Permits		21
2.5	Bank Accounts; Cash Balances; Misdirected Payments		21
2.6	Worthington Steel Loan Documents; New Worthington Loan Documents; Worthington Steel Share Issuance; Worthington Steel Cash Distribution		23
2.7	Misallocated Assets and Liabilities		24
2.8	Disclaimer of Representations and Warranties		25
ARTICLE III. COMPLETION OF THE DISTRIBUTION			26
3.1	Actions Prior to the Distribution		26
3.2	Effecting the Distribution		27
3.3	Conditions to the Distribution		28
3.4	Sole Discretion		29
ARTICLE IV. DISPUTE RESOLUTION			30
4.1	General Provisions		30
4.2	Negotiation by Senior Executives		31
4.3	Arbitration		31
ARTICLE V. MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE			32
5.1	Release of Claims Prior to Distribution		32
5.2	Indemnification by New Worthington		34
5.3	Indemnification by Worthington Steel		35
5.4	Indemnification Obligations Net of Insurance Proceeds		36
5.5	Procedures for Indemnification of Third-Party Claims		37
5.6	Additional Matters		40
5.7	Survival of Indemnities		41
5.8	Right of Contribution		41
5.9	Covenant Not to Sue (Liabilities and Indemnity)		42
5.10	No Impact on Third Parties		42

5.11	No Cross-Claims or Third-Party Claims	42
5.12	Severability	43
5.13	Specified Ancillary Agreements	43
5.14	Exclusivity	43
5.15	Cooperation in Defense and Settlement	43
5.16	Insurance Matters	44
5.17	Guarantees, Letters of Credit and Other Obligations	46
ARTICLE VI. EXCHANGE OF INFORMATION; CONFIDENTIALITY		47
6.1	Agreement for Exchange of Information	47
6.2	Ownership of Information	47
6.3	Compensation for Providing Information	47
6.4	Record Retention	48
6.5	Limitations of Liability	48
6.6	Other Agreements Providing for Exchange of Information	49
6.7	Auditors and Audits	49
6.8	Privileged Matters	50
6.9	Confidentiality	52
6.10	Protective Arrangements	54
6.11	Witness Services	54
6.12	Personal Data	54
ARTICLE VII. FURTHER ASSURANCES AND ADDITIONAL COVENANTS		55
7.1	Further Assurances	55
7.2	Performance	56
7.3	No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities	56
7.4	Mail Forwarding	57
7.5	Non-Disparagement	57
7.6	Non-Solicitation Covenant	57
7.7	Order of Precedence	57
7.8	New Worthington Marks	57
ARTICLE VIII. INTELLECTUAL PROPERTY LICENSES		58
8.1	License to Worthington Steel	58
8.2	License to Worthington	60
ARTICLE IX. TERMINATION		62
9.1	Termination	62
9.2	Effect of Termination	62

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ARTICLE X. MISCELLANEOUS		62
10.1	Counterparts; Entire Agreement; Corporate Power	62
10.2	Governing Law	63
10.3	Assignability	63
10.4	Third-Party Beneficiaries	63
10.5	Notices	64
10.6	Severability	64
10.7	Force Majeure	65
10.8	Press Release	65
10.9	Expenses	65
10.10	Late Payments	65
10.11	Headings	65
10.12	Survival of Covenants	65
10.13	Waivers of Default	66
10.14	Specific Performance	66
10.15	Amendments	66
10.16	Construction	66
10.17	Performance	66
10.18	Limited Liability	67
10.19	Exclusivity of Tax Matters	67
10.20	Limitations of Liability	67

Schedules

Schedule 1.1A	Ancillary Agreements
Schedule 1.1B	Worthington Steel Permits
Schedule 1.1C	Worthington Steel Properties
Schedule 1.1D	Excluded Intellectual Property
Schedule 1.1E	Specified Ancillary Agreements
Schedule 2.1(b)(iii)	Worthington Steel Equity Interests
Schedule 2.1(b)(xii)	Other Worthington Steel Assets
Schedule 2.1(c)(ix)	Other New Worthington Assets
Schedule 2.1(d)(x)	Environmental Liabilities arising at or after the Effective Time relating to the Worthington Steel Properties
Schedule 2.1(d)(xii)	Other Worthington Steel Liabilities
Schedule 2.1(e)(ii)	New Worthington Liabilities
Schedule 2.3(b)(iii)	Form 10 Agreements
Schedule 2.4(b)	Shared Permits
Schedule 7	Worthington Steel Specified Marks
Schedule 8.2(a)	Worthington Steel Intellectual Property

Exhibits

Exhibit A Amended and Restated Articles of Incorporation

iii

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of [ ⚫ ] (this “Agreement”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and wholly owned subsidiary of New Worthington (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS, New Worthington owns 100% of the common shares, without par value, of Worthington Steel (the “Worthington Steel Stock”);

WHEREAS, the Board of Directors of New Worthington (the “New Worthington Board”) determined on careful review and consideration that the separation of Worthington Steel from the rest of New Worthington and the establishment of Worthington Steel as a separate, publicly traded company to operate the Worthington Steel Business is in the best interests of New Worthington;

WHEREAS, the Board of Directors of Worthington Steel (the “Worthington Steel Board”) determined on careful review and consideration that the separation of Worthington Steel from the rest of New Worthington and the establishment of Worthington Steel as a separate, publicly traded company to operate the Worthington Steel Business is in the best interests of Worthington Steel;

WHEREAS, in furtherance of the foregoing, the New Worthington Board has determined that it is appropriate and desirable to separate the Worthington Steel Business from the New Worthington Business (the “Separation”) and, following the Separation, to make a distribution of the Worthington Steel Business to the holders of common shares, without par value, of New Worthington (the “New Worthington Stock”) on the Record Date through the distribution of all of the outstanding shares of Worthington Steel Stock to holders of New Worthington on the Record Date on a pro rata basis (the “Distribution”), in each case, on the terms and conditions set forth in this Agreement;

WHEREAS, New Worthington and Worthington Steel have prepared, and Worthington Steel has filed with the SEC, the Form 10, which includes the Information Statement, and which sets forth certain disclosure concerning Worthington Steel, the Separation and the Distribution;

WHEREAS, each of New Worthington and Worthington Steel has determined that it is appropriate and desirable to set forth in this Agreement certain agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of New Worthington, Worthington Steel and the members of their respective Groups following the Distribution;

WHEREAS, the Parties intend that the Distribution, together with certain related transactions, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code; and

WHEREAS, this Agreement, together with the Ancillary Agreements and other documents implementing the Distribution and certain related transactions, is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations § 1.368-2(g).

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or in any arbitration or mediation.

“Affiliate” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that for purposes of this Agreement and the Ancillary Agreements, from and after the Effective Time, (i) no member of the Worthington Steel Group shall be deemed to be an Affiliate of any member of the New Worthington Group, (ii) no member of the New Worthington Group shall be deemed to be an Affiliate of any member of the Worthington Steel Group and (iii) no joint venture formed after the Effective Time solely between one or more members of the Worthington Steel Group, on the one hand, and one or more members of the New Worthington Group, on the other hand, shall be deemed to be an Affiliate of, or owned or controlled by, any member of the Worthington Steel Group or the New Worthington Group for the purposes of this Agreement.

“Agent” means Broadridge, as the distribution agent appointed by New Worthington to distribute to the shareholders of New Worthington all of the outstanding shares of Worthington Steel Stock pursuant to the Distribution.

“Agreement” shall have the meaning set forth in the Preamble.

“Amended Financial Report” shall have the meaning set forth in Section 6.7(b).

“Ancillary Agreements” means all Contracts entered into by the Parties or the members of their respective Groups (but to which no Third Party is a party) in connection with the Separation, the Distribution and the other transactions contemplated by this Agreement, including, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Steel Supply Agreement, the WBS License Agreement, the Trademark License Agreement, the Transfer Documents and the agreements set forth on Schedule 1.1A.

2

“Approvals or Notifications” means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority.

“Assets” means assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of the applicable Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement, other than Tax assets (including any Tax items, attributes or rights to receive any Tax refund, credits or other items that cause a reduction in any otherwise required liability for Taxes).

“Business Day” means any day that is not a Saturday, Sunday or any other day on which banking institutions located in New York, New York are required or authorized by Law to be closed.

“Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other Tax work papers and files and other documents in whatever form, physical, electronic or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

“Covered Matter” shall have the meaning set forth in Section 5.16(i).

“Data Protection Laws” shall mean any and all Laws concerning the privacy, protection and security of personal information Laws throughout the world, including the GDPR and any national law supplementing the GDPR (such as, in the United Kingdom, the Data Protection Act 2018) or any successor laws arising out of the withdrawal of a member state from the European Union, the California Consumer Privacy Act, California Civil Code Title 1.81.5 (including all amendments and implementing regulations), and any regulations, or regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (as amended and/or replaced from time to time).

3

“Director” shall mean, with respect to any member of the Worthington Steel Group or the New Worthington Group, a member of the board of directors or managers, as applicable, of such entity.

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case which describes the Separation or the Distribution or the Worthington Steel Group or primarily relates to the transactions contemplated hereby, including the Separation, the Distribution, the Worthington Steel Cash Distribution or the Worthington Steel Loan Documents.

“Dispute” shall have the meaning set forth in Section 4.1(a).

“Dispute Committee” shall have the meaning set forth in Section 4.2.

“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Date” means the date on which New Worthington, through the Agent, distributes all of the issued and outstanding shares of Worthington Steel Stock to holders of New Worthington Stock in the Distribution.

“Effective Time” means 11:59 p.m. New York time, or such other time as New Worthington may determine, on the Distribution Date.

“Employee Matters Agreement” means that certain Employee Matters Agreement to be entered into between New Worthington and Worthington Steel or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Environmental Law” means any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of, or exposure to, Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Environmental Liabilities” means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or Contract relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance, including with any product take-back requirements, or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder, as the same shall be in effect at the time reference is made thereto.

4

“Excluded Intellectual Property” means the Intellectual Property licensed pursuant to Shared Contracts, the New Worthington Marks and any Intellectual Property listed on Schedule 1.1D.

“Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

“Form 10” means the registration statement on Form 10-12B (File No. 001-41830) filed by Worthington Steel with the SEC to effect the registration of the Worthington Steel Stock pursuant to Section 12(b) of the Exchange Act in connection with the Distribution, including any amendments or supplements thereto.

“GDPR” means the General Data Protection Regulation (EU) 2016/679.

“Governmental Approvals” means any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

“Governmental Authority” means any nation or government, any state, province, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, provincial, regional, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any official thereof.

“Group” means either the Worthington Steel Group or the New Worthington Group, as the context requires.

“Hazardous Materials” means any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, per- and polyfluoroalkyl substances, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“ICC Rules” shall have the meaning set forth in Section 4.3(a).

5

“Indebtedness” means (a) all obligations of such specified Person for borrowed money or arising out of any extension of credit to or for the account of such specified Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers’ acceptances and similar instruments), (b) all obligations of such specified Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such specified Person upon which interest charges are customarily paid, (d) all obligations of such specified Person under conditional sale or other title retention agreements relating to Assets purchased by such specified Person, (e) all obligations of such specified Person issued or assumed as the deferred purchase price of property or services, (f) all liabilities secured by (or for which any Person to which any such liability is owed has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge or other encumbrance on property owned or acquired by such specified Person (or upon any revenues, income or profits of such specified Person therefrom), whether or not the obligations secured thereby have been assumed by the specified Person or otherwise become liabilities of the specified Person, (g) all capital lease obligations of such specified Person, (h) all securities or other similar instruments convertible or exchangeable into any of the foregoing, but excluding daily cash overdrafts associated with routine cash operations, and (i) any liability of others of a type described in any of the preceding clauses (a) through (h) in respect of which the specified Person has incurred, assumed or acquired a liability by means of a guaranty, excluding any obligations related to Taxes.

“Indemnifying Party” shall have the meaning set forth in Section 5.4(a).

“Indemnitee” shall have the meaning set forth in Section 5.4(a).

“Indemnity Payment” shall have the meaning set forth in Section 5.4(a).

“Information” means information, in written, oral, electronic or other tangible or intangible forms, stored in any medium and regardless of location, including technical, financial, employee or business information or data, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names and records, supplier names and records, customer and supplier lists, customer and vendor data or correspondence, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other financial employee or business information or data, files, papers, tapes, keys, correspondence, plans, invoices, forms, product data and literature, promotional and advertising materials, operating manuals, instructional documents, quality records and regulatory and compliance records.

“Information Statement” means the Information Statement attached as an exhibit to the Form 10 and any related documents to be provided to the holders of New Worthington Stock in connection with the Distribution, including any amendment or supplement thereto.

“Initial Notice” shall have the meaning set forth in Section 4.2.

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“Insurance Proceeds” means those monies: (a) received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective; or (b) paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, on behalf of the insured, in either such case net of any costs or expenses incurred in the collection thereof; provided, however, that with respect to a captive insurance arrangement, Insurance Proceeds shall only include net amounts received by the captive insurer from a Third Party in respect of any captive reinsurance arrangement.

“Intellectual Property” means all intellectual property in any and all jurisdictions throughout the world, including all: (a) patents, patent applications and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) Trademarks, (c) Internet domain name registrations, (d) copyrights, mask works, database rights and design rights, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) any intellectual property rights in inventions, formulas, compositions, manufacturing and production processes and techniques, testing information, research and development information, drawings, specifications, designs, plans, trade secrets, confidential information, data, know-how, product designs, methods and processes, testing tools and materials, customer information, marketing materials and market surveys and (f) intellectual property rights arising from or in respect of any Software and social media accounts and handles.

“Intended Transferee” shall have the meaning set forth in Section 2.2.

“Intended Transferor” shall have the meaning set forth in Section 2.2.

“Intercompany” means, with respect to any Contract, balance, arrangement or other legal or financial relationship, established at or prior to the Effective Time, that such Contract, balance, arrangement or other legal or financial relationship is (a) between or among one or more members of the Worthington Steel Group and one or more members of the New Worthington Group, as applicable, or (b) between or among the Worthington Steel Business and the New Worthington Business, even if within the same legal entity (in which case the applicable Contract, balance, arrangement or other legal or financial relationship shall be deemed to be binding as if it was between separate legal entities).

“Joint Claims” means any claim or series of related claims under any insurance policy that results or could reasonably be expected to result in the payment of Insurance Proceeds to or for the benefit of both one or more members of the New Worthington Group and one or more members of the Worthington Steel Group.

“Law” means any national, supranational, federal, state, provincial, regional, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other legally enforceable requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

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“Leased Real Property” means (a) the real property leased, subleased, licensed or otherwise used by New Worthington or any other member of the New Worthington Group and used primarily in the Worthington Steel Business and (b) the real property leased, subleased, licensed or otherwise used by any member of the Worthington Steel Group, in each case as tenant.

“Liabilities” means any and all Indebtedness, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, reimbursement obligations in respect of letters of credit, damages, payments, fines, penalties, claims, settlements, judgments, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, reflected on a balance sheet or otherwise, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking or terms of employment, whether imposed or sought to be imposed by a Governmental Authority, another third Person, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, in each case, including all costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof, in each case (a) including any fines, damages or equitable relief that is imposed in connection therewith and (b) other than Taxes.

“Licensed Intellectual Property” means Intellectual Property (other than Trademarks) owned by the New Worthington Group and used or held for use as of the Effective Time in connection with the Worthington Steel Business, but excluding, for the avoidance of doubt, any Worthington Steel Intellectual Property.

“Losses” means any and all damages, losses (including diminution in value), deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, interest costs, fines and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement rights hereunder), whether or not involving a Third-Party Claim, other than Taxes.

“Misdirected Payment” shall have the meaning set forth in Section 2.5(g).

“New Worthington” shall have the meaning set forth in the Preamble.

“New Worthington Board” shall have the meaning set forth in the Recitals.

“NYSE” means the New York Stock Exchange, Inc.

“Parties” or “Party” shall have the meaning set forth in the Preamble.

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“Permit” means all permits, licenses, franchises, authorizations, concessions, certificates, consents, exemptions, approvals, variances, registrations, or similar authorizations from any Governmental Authority.

“Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Personal Data” shall have the meaning set forth in the GDPR.

“Prime Rate” shall mean the rate that Bloomberg displays as “Prime Rate by Country United States” on a Bloomberg terminal at PRIMBB Index.

“Privileged Information” means any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a party or its respective Subsidiaries would be entitled to assert or have a privilege, including the attorney-client and attorney work product privileges.

“Processing” shall have the meaning set forth in the GDPR.

“Record Date” means 5:00 p.m. New York time on the date to be determined by the New Worthington Board as the record date for determining shareholders of New Worthington entitled to receive shares of Worthington Steel Stock in the Distribution.

“Record Holders” means the holders of record of New Worthington Stock as of the Record Date.

“Records Facility” shall have the meaning set forth in Section 6.4(a).

“Release” means any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder, as the same shall be in effect at the time reference is made thereto.

“Separation” shall have the meaning set forth in the Recitals.

“Shared Contract” shall have the meaning set forth in Section 2.4.

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“Shared Permit” shall have the meaning set forth in Section 2.4.

“Software” means any and all computer programs and software, including any and all software implementation of algorithms, models and methodologies, whether in source code or object code.

“Specified Ancillary Agreements” means the agreements set forth on Schedule 1.1E.

“Specified Party” shall have the meaning set forth in Section 2.5(g).

“Steel Supply Agreement” means that certain Steel Purchasing Agreement to be entered into between Worthington Steel and New Worthington or any members of their respective Groups in connection with the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Stored Records” means Tangible Information held in a Records Facility maintained or arranged for by a party other than the party that owns such Tangible Information.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests of such Person or (iii) the capital or profit interests, in the case of a partnership of such Person, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body of such Person.

“Tangible Information” means Information that is contained in written, electronic or other tangible forms.

“Tax” shall have the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” means that certain Tax Matters Agreement to be entered into between New Worthington and Worthington Steel in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Tax Returns” shall have the meaning set forth in the Tax Matters Agreement.

“Third Party” shall have the meaning set forth in Section 5.5(a).

“Third-Party Claim” shall have the meaning set forth in Section 5.5(a).

“Trademark License Agreement” means that certain Trademark License Agreement to be entered into between New Worthington and Worthington Steel in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

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“Trademarks” means all trademarks, service marks, trade names, trade dress and logos, including all goodwill associated with any of the foregoing and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing.

“Transfer Documents” means transfer, contribution, distribution or other similar agreements, bills of sale, special warranty deeds, or local equivalent stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment entered into, as of or prior to the Effective Time, between one or more members of the New Worthington Group, on the one hand, and one or more members of the Worthington Steel Group, on the other hand, as and to the extent necessary to evidence: (a) the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to the Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a); and (b) the valid and effective assumption of the Liabilities by such Party or the applicable members of its Group in accordance with Section 2.1(a).

“Transition Services Agreement” means that certain Transition Services Agreement to be entered into between Worthington Steel and New Worthington or any members of their respective Groups in connection with the Distribution or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“New Worthington Accounts” shall have the meaning set forth in Section 2.5(a).

“New Worthington Assets” shall have the meaning set forth in Section 2.1(c).

“New Worthington Business” means all businesses and operations (whether or not such businesses or operations are or have been terminated, divested or discontinued) conducted by New Worthington and its Subsidiaries prior to the Effective Time that are not included in the Worthington Steel Business.

“New Worthington Business Systems” means certain proprietary business and management operating models, procedures, content and materials owned by New Worthington.

“New Worthington Credit Agreement” means the Fourth Amended and Restated Credit Agreement, dated as of September 27, 2023, among Worthington, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, PNC Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as a syndication agents, and Citibank, N.A. and The Huntington National Bank, as documentation agents, as such agreement may be modified or amended from time to time in accordance with its terms.

“New Worthington-Formative Marks” means all Trademarks and domain names owned by New Worthington or any of its Subsidiaries that contain the “Worthington” name, either alone or in combination with other words or elements.

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“New Worthington Group” means, immediately after the Effective Time, (a) New Worthington and (b) each Subsidiary of New Worthington.

“New Worthington Indemnitees” shall have the meaning set forth in Section 5.3.

“New Worthington Liabilities” shall have the meaning set forth in Section 2.1(e).

“New Worthington Loan Documents” shall mean the Loan Documents (as defined in the New Worthington Credit Agreement).

“New Worthington Marks” means all Trademarks and domain names of New Worthington or any of its Subsidiaries other than the Worthington Steel Specified Marks.

“New Worthington Personal Data” means Personal Data of the New Worthington Group that is used in or by, or otherwise related to, any New Worthington Business.

“WBS License Agreement” means that certain WBS License Agreement to be entered into between New Worthington and Worthington Steel in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, pursuant to which New Worthington will license to Worthington Steel the New Worthington Business Systems, as such agreement may be modified or amended from time to time in accordance with its terms.

“Worthington Steel” shall have the meaning set forth in the Preamble.

“Worthington Steel Accounts” shall have the meaning set forth in Section 2.5(a).

“Worthington Steel Articles of Incorporation” shall have the meaning set forth in Section 3.1(f).

“Worthington Steel Assets” shall have the meaning set forth in Section 2.1(b).

“Worthington Steel Balance Sheet” means the unaudited pro forma condensed combined balance sheet of the Worthington Steel Group as of August 31, 2023, including the notes thereto, included in the Information Statement.

“Worthington Steel Business” means (a) New Worthington’s global “Steel Processing” business segment, consisting of processing carbon flat-rolled steel, producing laser welded solutions and providing electrical steel laminations, and (b) without limiting the foregoing clause (a) any terminated, divested or discontinued businesses, Assets or operations that were of such a nature that they would have been part of the Worthington Steel Business (as described in the foregoing clause (a)) had they not been terminated, divested or discontinued (regardless of whether they ever operated under the “Worthington Steel” name);.

“Worthington Steel Business Records” shall have the meaning set forth in Section 2.1(b)(x).

“Worthington Steel Cash Distribution” means $[ ⚫ ].

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“Worthington Steel Contracts” shall mean any Contract to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing, used or held for use primarily in the conduct of the Worthington Steel Business; provided that Worthington Steel Contracts shall not include (a) any Contract that is contemplated to be retained by New Worthington or any member of the New Worthington Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (b) any Contract referenced in Section 2.3(b).

“Worthington Steel Credit Agreement” means the Revolving Credit and Security Agreement, dated as of [__], 2023, among Worthington Steel, as a borrower, the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and PNC Bank, National Association, as agent for the lenders, as such agreement may be modified or amended from time to time in accordance with its terms.

“Worthington Steel Group” means, immediately after the Effective Time, (a) Worthington Steel and (b) each Subsidiary of Worthington Steel.

“Worthington Steel Indemnitees” shall have the meaning set forth in Section 5.2.

“Worthington Steel Intellectual Property” means (a) the Intellectual Property set forth on Schedule 8.2(a), (b) the Worthington Steel Specified Marks, and (c) all other Intellectual Property owned or licensed by New Worthington or any of its Affiliates and exclusively held for use in connection with the Worthington Steel Business as of the Effective Time, in each case together with all rights, priorities and privileges accruing thereunder or pertaining thereto throughout the world (including all rights to sue or otherwise recover for past, present and future infringement thereof), but excluding the Excluded Intellectual Property.

“Worthington Steel Leases” means the leases, subleases, licenses or other occupancy agreements covering the Leased Real Property.

“Worthington Steel Liabilities” shall have the meaning set forth in Section 2.1(d).

“Worthington Steel Loan Documents” means the Worthington Steel Credit Agreement and the Other Documents (as defined in the Worthington Steel Credit Agreement), each as may be modified or amended from time to time in accordance with its terms.

“Worthington Steel Permits” means all Permits owned or licensed by either Party or member of its respective Group (a) exclusively used in the operation of the Worthington Steel Business as of the Effective Time or (b) set forth on Schedule 1.1B.

“Worthington Steel Personal Data” means Personal Data of the Worthington Steel Group that is used in or by, or otherwise related to, any New Worthington Business.

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“Worthington Steel Properties” means the real property set forth on Schedule 1.1C under the heading “Worthington Steel Properties”.

“Worthington Steel Specified Marks” means the Trademarks set forth on Schedule 7 .

“Worthington Steel Stock” shall have the meaning set forth in the Recitals.

1.2 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” and “Ancillary Agreement” shall, unless otherwise stated, be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement or such Ancillary Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

ARTICLE II.

SEPARATION

2.1 Transfers of Assets and Assumptions of Liabilities; Worthington Steel Assets; Worthington Assets.

(a) In order to effect the Separation, the Parties shall, to the extent necessary, cause, and shall, to the extent necessary, cause the members of their respective Groups to cause, (i) the Worthington Steel Group to own, to the extent it does not already own, all of the Worthington Steel Assets and none of the Worthington Assets, and (ii) the Worthington Steel Group to be liable for, to the extent it is not already liable for, all of the Worthington Steel Liabilities.

(b) For purposes of this Agreement, “Worthington Steel Assets” shall mean:

(i) all Assets of either Party or any member of its Group included or reflected as Assets of the Worthington Steel Group on the Worthington Steel Balance Sheet (including cash, cash equivalents or marketable securities on hand or in bonds (the “Worthington Steel Cash”)), subject to any dispositions of such Assets subsequent to the date of the Worthington Steel Balance Sheet; provided, that the amounts set forth on the Worthington Steel Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Worthington Steel Assets pursuant to this clause (i);

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(ii) all Assets of either Party or any member of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of Worthington Steel or members of the Worthington Steel Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Assets included on the Worthington Steel Balance Sheet, it being understood that (x) the Worthington Steel Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of Worthington Steel Assets pursuant to this clause (ii) and (y) the amounts set forth on the Worthington Steel Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Worthington Steel Assets pursuant to this clause (ii);

(iii) all issued and outstanding capital stock or other equity securities of the Persons set forth on Schedule 2.1(b)(iii) owned by either Party or a member of its respective Group as of the Effective Time;

(iv) all Worthington Steel Contracts and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(v) all Worthington Steel Intellectual Property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vi) all Worthington Steel Leases and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vii) all Worthington Steel Permits and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(viii) without limiting the generality of clauses (i) and (ii), all Worthington Steel Properties, together with all buildings, fixtures and improvements erected thereon;

(ix) all rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of New Worthington or any of its Subsidiaries exclusively related to the Worthington Steel Business, including the right to sue, recover and retain such recoveries and the right to continue in the name of any member of the Worthington Steel Group any pending actions relating to the foregoing, and to recover and retain any damages therefrom;

(x) all Business Records exclusively related to the Worthington Steel Business (the “Worthington Steel Business Records”);

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(xi) all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to any member of the Worthington Steel Group; and

(xii) all assets set forth on Schedule 2.1(b)(xii).

Notwithstanding the foregoing, the Worthington Steel Assets shall not in any event include any Asset referred to in Section 2.1(c).

(c) For purposes of this Agreement, “New Worthington Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the Worthington Steel Assets, including:

(i) all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by any member of the New Worthington Group;

(ii) all Contracts of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Worthington Steel Contracts;

(iii) all Intellectual Property of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time, including the Excluded Intellectual Property, but excluding the Worthington Steel Intellectual Property;

(iv) all Permits of either Party or any member of its Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Worthington Steel Permits;

(v) any Contract granting a party the right to lease, sublease, use or otherwise occupy any real property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Worthington Steel Leases;

(vi) all real property owned by either Party or any member of its respective Group thereunder as of the Effective Time together with all buildings, fixtures and improvements erected thereon, other than the Worthington Steel Properties together with all buildings, fixtures and improvements erected thereon (“New Worthington Properties”);

(vii) all cash, cash equivalents and marketable securities on hand or in banks, other than Worthington Steel Cash;

(viii) all Business Records other than the Worthington Steel Business Records; and

(ix) all assets set forth on Schedule 2.1(c)(ix).

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(d) For purposes of this Agreement, “Worthington Steel Liabilities” shall mean any and all Liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the Worthington Steel Business or a Worthington Steel Asset, including:

(i) all Liabilities included or reflected as liabilities or obligations of Worthington Steel or the members of the Worthington Steel Group on the Worthington Steel Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Worthington Steel Balance Sheet; provided, that the amounts set forth on the Worthington Steel Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Worthington Steel Liabilities pursuant to this clause (i);

(ii) all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of Worthington Steel or the members of the Worthington Steel Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Liabilities included on the Worthington Steel Balance Sheet, it being understood that (x) the Worthington Steel Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Worthington Steel Liabilities pursuant to this clause (ii) and (y) the amounts set forth on the Worthington Steel Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Worthington Steel Liabilities pursuant to this clause (ii);

(iii) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed by Worthington Steel or any other member of the Worthington Steel Group, and all agreements, obligations and Liabilities of any member of the Worthington Steel Group under this Agreement or any of the Ancillary Agreements;

(iv) all Liabilities based upon, relating to or arising from the Worthington Steel Contracts;

(v) all Liabilities based upon, relating to or arising from Intellectual Property to the extent used or held for use in the Worthington Steel Business;

(vi) all Liabilities based upon, relating to or arising from the Worthington Steel Permits;

(vii) all Liabilities with respect to terminated, divested or discontinued businesses, Assets or operations that were of such a nature that they would be or would have been part of the Worthington Steel Business had they not been terminated, divested or discontinued (regardless of whether they ever operated under the “Worthington Steel” name), and all Liabilities of New Worthington related thereto unless such Liabilities are expressly retained by New Worthington pursuant to the terms of this Agreement or the Ancillary Agreements;

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(viii) all Liabilities based upon, relating to or arising from all Worthington Steel Leases;

(ix) all Liabilities with respect to the Worthington Steel Properties;

(x) all Environmental Liabilities arising prior to, at or after the Effective Time to the extent relating to, arising out of or resulting from (i) the past, present or future operation, conduct or actions of the Worthington Steel Business (including at any properties that were previously owned or operated in connection with the Worthington Steel Business and any off-site locations at which or to which the Worthington Steel Business disposed of, transported, or arranged for the treatment, storage, handling, disposal or transportation of, any Hazardous Materials), (ii) the past, present or future use of the Worthington Steel Assets, or (iii) the Worthington Steel Properties, including all Liabilities arising out of the matters set forth on Schedule 2.1(d)(x);

(xi) all Liabilities arising out of or resulting from claims made by any Third Party (including New Worthington’s or Worthington Steel’s respective directors, officers, shareholders, employees and agents) against any member of the New Worthington Group or the Worthington Steel Group to the extent relating to, arising out of or resulting from the Worthington Steel Business or the Worthington Steel Assets or the other business, operations, activities or Liabilities referred to in clauses (i) through (xi) above;

(xii) all Liabilities set forth on Schedule 2.1(d)(xii).

(e) For the purposes of this Agreement, “New Worthington Liabilities” means the following Liabilities of either Party or the members of its respective Group:

(i) all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by New Worthington or any other member of the New Worthington Group, and all agreements, obligations and Liabilities of any member of the New Worthington Group under this Agreement or any of the Ancillary Agreements;

(ii) all Liabilities to the extent (and only to the extent) based upon, relating to or arising from the operation or conduct of the New Worthington Business, including all such Liabilities arising out of the matters set forth on Schedule 2.1(e)(ii), but excluding in all circumstances the Worthington Steel Liabilities;

(iii) all Liabilities with respect to the New Worthington Properties; and

(iv) all Liabilities arising out of or resulting from claims made by any Third Party (including New Worthington’s or Worthington Steel’s respective directors, officers, shareholders, current and former employees and agents) against any member of the New Worthington Group or the Worthington Steel Group to the extent relating to, arising out of or resulting from the New Worthington Business or the New Worthington Assets or the Liabilities referred to in clauses (i) and (ii) above (whether such claims arise, in each case before, at or after the Effective Time).

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(f) New Worthington and its Subsidiaries hereby waive compliance by each and every member of the New Worthington Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Worthington Steel Assets to any member of the Worthington Steel Group.

2.2 Nonassignable Contracts and Permits. Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign any Asset or Liability if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of a Party thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair such party’s rights under any such Asset or Liability so that the party entitled to the benefits and responsibilities of such purported transfer (the “Intended Transferee”) would not receive all such rights and responsibilities, then (a) the party purporting to make such transfer (the “Intended Transferor”) shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by Law, the benefits of any such Asset or Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset and (b) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor’s Liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach and, at the Intended Transferor’s request, the Intended Transferee shall promptly reimburse or prepay (at the Intended Transferor’s election) the Intended Transferor for all amounts paid or due by the Intended Transferor on behalf of the Intended Transferee with respect to such non-assignable Asset or Liability. In addition, the Intended Transferor and the Intended Transferee shall each take such other actions as may be reasonably requested by the other Party in order to place the other Party, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, Liability, potential for gain and dominion, control and command, shall inure to the Intended Transferee. Without limiting the generality of the foregoing, each of the Parties shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes any such Asset or Liability as having been transferred to and owned by the Intended Transferee not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of any audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund)). If and when such consents and approvals are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby).

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2.3 Termination of Intercompany Agreements.

(a) Except as set forth in Section 2.3(b), in furtherance of the releases and other provisions set forth in Article III, New Worthington and each member of the New Worthington Group, on the one hand, and Worthington Steel and each member of the Worthington Steel Group, on the other hand, other than as set out on Schedule 2.3(a), hereby terminate any and all (i) Intercompany balances and accounts arising out of Intercompany Indebtedness, whether or not in writing, between or among New Worthington or any member of the New Worthington Group or any entity that shall be a member of the New Worthington Group as of the Effective Time, on the one hand, and Worthington Steel or any other member of the Worthington Steel Group, on the other hand, effective as of the Effective Time, such that no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as New Worthington shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise), and (ii) all Intercompany agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among New Worthington or any member of the New Worthington Group, on the one hand, and Worthington Steel or any member of the Worthington Steel Group, on the other hand (other than as set forth in Section 2.3(b)), without further payment or performance such that no party thereto shall have any further obligations therefor or thereunder. No such terminated balance, account, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups, including, for the avoidance of doubt, those agreements and instruments entered into in connection with the Worthington Steel Loan Documents or the New Worthington Loan Documents); (ii) any Intercompany balances and accounts arising other than out of Intercompany Indebtedness; (iii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the Form 10 or otherwise listed or described on Schedule 2.3(b)(iii); (iv) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and the members of their respective Groups is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Worthington Steel Assets, New Worthington Assets, Worthington Steel Liabilities or Worthington Liabilities, they shall be assigned pursuant to Section 2.1(a) to the extent they are not already held by a member of the applicable Group); (v) any Shared Contracts; and (vi) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Time.

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(c) Each Intercompany balance and account (other than such balances and accounts arising out of Intercompany Indebtedness, which are cancelled pursuant to Section 2.3(a)) outstanding immediately prior to the Effective Time shall be net settled and paid as of the Effective Time within ninety (90) days of the Effective Time by the Party (or the member of its Group) owing such net amount; provided, however, that any receivable or payable arising pursuant to an agreement, arrangement or understanding described in clauses (i), (ii) or (iv) of Section 2.3(b) shall not be included in such net settlement and shall instead be settled in accordance with the terms of such agreement, arrangement or understanding (but in no event later than ninety (90) days after the Effective Time) by the Party (or the member of its Group) owing such net amount.

2.4 Treatment of Shared Contracts and Shared Permits

Subject to applicable Law and except as otherwise provided in any Ancillary Agreement, and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any Contract or Permit described in this Section 2.4 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, (a) any Contract entered into by a member of the New Worthington Group or the Worthington Steel Group with a third party that is not a Worthington Steel Asset, but pursuant to which a member of the Worthington Steel Group, as of the Effective Time, has been provided certain revenues or other benefits or incurred any Liability (any such Contract, a “Shared Contract”) and (b) any Permit set forth on Schedule 2.4(b) (any such permit, a “Shared Permit”), in each case, shall not be assigned in relevant part to the applicable members of the Worthington Steel Group or amended to give the relevant members of the Worthington Steel Group any entitlement to such rights and benefits thereunder; provided, however, that the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions to cause to the extent permitted under applicable Law: (i) the relevant member of the Worthington Steel Group to receive the rights and benefits previously provided in the ordinary course of business, consistent with past practice, pursuant to such Shared Contract or Shared Permit; and (ii) the relevant member of the Worthington Steel Group to bear the burden of the applicable Liabilities under such Shared Contract or Shared Permit. Notwithstanding the foregoing, no member of the New Worthington Group shall be required by this Section 2.4 to maintain in effect any Shared Contract or Shared Permit, and no member of the Worthington Steel Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract or Shared Permit.

2.5 Bank Accounts; Cash Balances; Misdirected Payments.

(a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox accounts, owned by New Worthington or any other member of the New Worthington Group (collectively, the “New Worthington Accounts”) so that such New Worthington Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Worthington Steel Group (collectively, the “Worthington Steel Accounts”) are de-linked from the Worthington Steel Accounts.

(b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Worthington Steel Accounts so that such Worthington Steel Accounts, if currently linked to a New Worthington Account, are de-linked from the New Worthington Accounts.

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(c) It is intended that, following consummation of the actions contemplated by Sections 2.5(a) and 2.5(b), there shall be in place a centralized cash management process pursuant to which (i) the New Worthington Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by New Worthington and (ii) the Worthington Steel Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Worthington Steel. Any cash in the Worthington Steel Accounts after the Effective Time that belongs to any member of the New Worthington Group shall be transferred by the applicable member of the Worthington Steel Group to any member of the New Worthington Group designated by New Worthington. Any cash in the New Worthington Accounts after the Effective Time that belongs to any member of the Worthington Steel Group shall be transferred by the applicable member of the New Worthington Group to any member of the Worthington Steel Group designated by Worthington Steel.

(d) With respect to any outstanding checks issued or payments initiated by New Worthington, Worthington Steel or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of New Worthington, Worthington Steel or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued.

(e) With respect to the payments described in Section 2.5(d), in the event that:

(i) Worthington Steel or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the New Worthington Business, then New Worthington shall reimburse Worthington Steel for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or

(ii) New Worthington or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Worthington Steel Business, then Worthington Steel shall reimburse New Worthington for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored.

(f) Prior to or concurrently with the Effective Time, (i) New Worthington shall cause all New Worthington employees to be removed as authorized signatories on all bank accounts maintained by the Worthington Steel Group and (ii) Worthington Steel shall cause all Worthington Steel employees to be removed as authorized signatories on all bank accounts maintained by the New Worthington Group.

(g) As between Worthington Steel and New Worthington (for purposes of this Section 2.5(g), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received by either Specified Party (or any member of its Group), in each case after the Effective Time, that relate to a business, Asset or Liability of the other Specified Party (or any member of such other Specified Party’s Group) (each, a “Misdirected

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Payment”), shall be held in trust by the recipient Specified Party for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such Misdirected Payments received by such Specified Party or any member of its Group, and the Specified Parties shall have a monthly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $1,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $1,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or any of the members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

2.6 Worthington Steel Loan Documents; New Worthington Loan Documents; Worthington Steel Share Issuance; Worthington Steel Cash Distribution.

(a) Prior to the Effective Time, Worthington Steel entered into the Worthington Steel Loan Documents. Worthington Steel and New Worthington shall cause all conditions relating to the Worthington Steel Credit Agreement to be satisfied prior to or substantially concurrently with the making of the Worthington Steel Cash Distribution. Worthington Steel and New Worthington agree to take all necessary actions to assure that New Worthington and the other members of the New Worthington Group are not obligated with respect to the obligations pursuant to the Worthington Steel Loan Documents as of the Effective Time (or have been fully released and discharged from such obligations no later than the Effective Time).

(b) Prior to the Effective Time, New Worthington entered into the New Worthington Loan Documents and the New Worthington Loan Documents became effective. New Worthington agrees to take all necessary actions to (i) assure that Worthington Steel and the other members of the Worthington Steel Group are not obligated with respect to the obligations pursuant to the New Worthington Loan Documents as of the Effective Time (or have been fully released and discharged from such obligations no later than the Effective Time) and (ii) cause all requirements of the definition of “Permitted Spinoff” (as defined in the New Worthington Credit Agreement) to be satisfied as of the Effective Time.

(c) Prior to the Effective Time, Worthington Steel shall (i) issue to New Worthington [ ⚫ ] shares of Worthington Steel Stock; and (ii) distribute the Worthington Steel Cash Distribution to New Worthington, in consideration of the transfer of the Worthington Steel Assets to Worthington Steel pursuant to the Separation. In order to effectuate the Worthington Steel Cash Distribution, Worthington Steel shall, sufficiently prior to the Worthington Steel Cash Distribution, (i) issue irrevocable instructions to each Person necessary to cause financing sources party to the Worthington Steel Loan Documents to fund, on behalf of Worthington Steel, the amount of the Worthington Steel Cash Distribution from the proceeds of the Worthington Steel Loan Documents directly to an account of New Worthington designated by New Worthington and (ii) cause its board of directors to take all corporate and other action, and issue irrevocable

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instructions to any Person, as may be necessary to declare and pay the Worthington Steel Cash Distribution to New Worthington. From and after the Effective Time, Worthington Steel shall, to the fullest extent not prohibited by Law, be precluded from asserting in any judicial proceeding, arbitration or otherwise that the foregoing actions and procedures regarding the Worthington Steel Cash Distribution are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator or otherwise that Worthington Steel is bound to have made the Worthington Steel Cash Distribution and use best efforts to pay the Worthington Steel Cash Distribution amount to New Worthington if such amount is not received by New Worthington prior to or at the Effective Time. New Worthington shall deposit and maintain the Worthington Steel Cash Distribution in one or more segregated bank accounts or money market accounts (the “Segregated Accounts”). For the avoidance of doubt, the Segregated Accounts shall not include, and the Worthington Steel Cash Distribution shall not be deposited in, any money market fund, security or investment other than a bank account or money market account. New Worthington will take into account for Tax purposes all items of income, gain, deduction or loss associated with the Segregated Accounts. Within 180 days following the Distribution, New Worthington will transfer from the Segregated Accounts the entire Worthington Steel Cash Distribution, together with all proceeds earned thereon, to (i) New Worthington’s creditors in satisfaction of outstanding New Worthington indebtedness or (ii) to New Worthington’s shareholders in repurchases of, or distributions with respect to, shares of New Worthington common shares. For the avoidance of doubt, the Worthington Steel Cash Distribution and any proceeds earned thereon shall be used for no other purposes than those described in the preceding sentence.

2.7 Misallocated Assets and Liabilities.

(a) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2.

(b) In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is liable for any Liability that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate assumption of Liabilities from a member of the other Group for value subsequent to the Effective Time), insofar as is reasonably possible (taking into account any applicable restrictions or considerations, in each case relating to the contemplated Tax treatment of the transactions contemplated hereby), such Party shall promptly transfer, or cause to be transferred, such Liability to such member of the other Group and such member of the other Group shall assume such Liability for no further consideration than that set forth in this Agreement and such Ancillary Agreement. Prior to any such assumption, such Liabilities shall be held in accordance with Section 2.2.

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2.8 Disclaimer of Representations and Warranties. EACH OF NEW WORTHINGTON (ON BEHALF OF ITSELF AND EACH MEMBER OF THE NEW WORTHINGTON GROUP) AND WORTHINGTON STEEL (ON BEHALF OF ITSELF AND EACH MEMBER OF THE WORTHINGTON STEEL GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED, ASSUMED OR LICENSED AS CONTEMPLATED HEREBY OR THEREBY (INCLUDING, WITHOUT LIMITATION, ANY ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED, ASSUMED OR LICENSED UNDER THIS ARTICLE II AND ARTICLE III), AS TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, AS TO, IN THE CASE OF INTELLECTUAL PROPERTY, NON-INFRINGEMENT OR ANY WARRANTY THAT ANY SUCH INTELLECTUAL PROPERTY IS “ERROR FREE,” OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED OR LICENSED, AS APPLICABLE, ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, EXCEPT AS OTHERWISE AGREED, BY MEANS OF A QUITCLAIM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

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ARTICLE III.

COMPLETION OF THE DISTRIBUTION

3.1 Actions Prior to the Distribution. Following the Separation and prior to the Effective Time, subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE. New Worthington shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) Securities Law Matters. Worthington Steel shall file with the SEC any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. New Worthington and Worthington Steel shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. New Worthington and Worthington Steel shall take all such action as may be necessary or advisable under the securities or “blue sky” Laws of the United States (and any comparable Laws under any non-U.S. jurisdiction) in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

(c) Availability of Information Statement. New Worthington shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the New Worthington Board has approved the Distribution, cause the Information Statement to be mailed to the Record Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.

(d) The Distribution Agent. New Worthington shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.

(e) Stock-Based Employee Benefit Plans. At or prior to the Effective Time, New Worthington and Worthington Steel shall take all actions as may be necessary to approve any applicable awards under the stock-based employee benefit plans of Worthington Steel in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the NYSE.

(f) Amended and Restated Articles of Incorporation. New Worthington and Worthington Steel shall take all necessary action that may be required to provide for the adoption by Worthington Steel of the Amended and Restated Articles of Incorporation of Worthington Steel substantially in the form attached hereto as Exhibit A (the “Worthington Steel Articles of Incorporation”).

(g) Officers and Directors. At the Effective Time, the Parties shall take all necessary action so that, as of the Effective Time, the executive officers and directors of Worthington Steel will be as set forth in the Information Statement.

(h) Financings. Prior to or on the Distribution Date, Worthington Steel and New Worthington and each member of the Worthington Steel Group designated by Worthington Steel shall cause all conditions under the Worthington Steel Loan Documents to the availability of the funding and release of funds to Worthington Steel for the purpose of making the Worthington Steel Cash Distribution to be satisfied.

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(i) Satisfying Conditions to the Distribution. New Worthington and Worthington Steel shall cooperate to cause the conditions to the Distribution set forth in Section 3.3 to be satisfied and to effect the Distribution at the Effective Time.

3.2 Effecting the Distribution.

(a) Delivery of Worthington Steel Stock. On or prior to the Distribution Date, New Worthington shall deliver to the Agent, for the benefit of the Record Holders, duly executed transfer forms for such number of the outstanding shares of Worthington Steel Stock as is necessary to effect the Distribution.

(b) Distribution of Shares and Cash. New Worthington shall instruct the Agent to distribute, as soon as practicable following the Effective Time, to each Record Holder the following: (i) [ ⚫ ] shares of Worthington Steel Stock for every [ ⚫ ] shares of New Worthington Stock held by such Record Holder as of the Record Date and (ii) cash, if applicable, in lieu of fractional shares obtained in the manner provided in Section 3.2(c). All of the shares of Worthington Steel Stock distributed will be validly issued, fully paid and non-assessable.

(c) No Fractional Shares. No fractional shares shall be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Effective Time, New Worthington shall direct the Agent to determine the number of whole shares and fractional shares of Worthington Steel Stock allocable to each holder of record or beneficial owner of New Worthington Stock as of the Record Date, to aggregate all such fractional shares and to sell the whole shares obtained thereby in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional share, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither New Worthington nor Worthington Steel shall be required to guarantee any minimum sale price for the fractional shares of Worthington Steel Stock. Neither New Worthington nor Worthington Steel shall be required to pay any interest on the proceeds from the sale of fractional shares.

(d) Beneficial Owners. Solely for purposes of computing fractional share interests pursuant to Section 3.2(c), the beneficial owner of New Worthington Stock held of record in the name of a nominee in any nominee account shall be treated as the holder of record with respect to such shares.

(e) Transfer Authorizations. Worthington Steel agrees to update its register of members in relation to the transfers of Worthington Steel Stock that New Worthington or the Agent shall require in order to effect the Distribution.

(f) Treatment of Worthington Steel Stock. Until the Worthington Steel Stock is duly transferred in accordance with this Section 3.2 and applicable Law, from and after the Effective Time, Worthington Steel will regard the Persons entitled to receive such Worthington Steel Stock as record holders of Worthington Steel Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Worthington Steel and New Worthington agree that from and after the Effective Time each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Worthington Steel Stock then deemed to be held by such holder.

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3.3 Conditions to the Distribution. The consummation of the Distribution shall be subject to the satisfaction or waiver by New Worthington in its sole and absolute discretion, of the following conditions:

(a) Approval by New Worthington Board. This Agreement and the transactions contemplated hereby, including the declaration of the Distribution shall have been approved by the New Worthington Board, and such approval shall not have been withdrawn.

(b) Approval by Worthington Steel Board. This Agreement and the transactions contemplated hereby, including the Distribution and the declaration of the Worthington Steel Cash Distribution shall have been approved by the Worthington Steel Board, and such approval shall not have been withdrawn.

(c) Effectiveness of Form 10; Mailing of Information Statement. The Form 10 registering the Worthington Steel Stock shall be effective under the Exchange Act, with no stop order in effect with respect thereto, and the Information Statement included therein shall have been mailed to New Worthington’s shareholders as of the Record Date.

(d) Listing on NYSE. The Worthington Steel Stock to be distributed to the New Worthington shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.

(e) Securities Laws. The actions and filings necessary or appropriate under applicable securities Laws in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority.

(f) Completion of the Separation. The Separation shall have been completed and (i) as of the Effective Time, New Worthington and the other members of the New Worthington Group shall have no further Liability whatsoever under the Worthington Steel Loan Documents (including in connection with any guarantees provided by any member of the New Worthington Group) and (ii) as of the Effective Time, Worthington Steel and the other members of the Worthington Steel Group shall have no further liability whatsoever under the New Worthington Loan Documents (including in connection with any guarantees provided by any member of the Worthington Steel Group).

(g) Payment of the Worthington Steel Cash Distribution. The Worthington Steel Cash Distribution shall have been validly declared and paid by Worthington Steel.

(h) Officer and Director Resignations. New Worthington will have requested the resignation of each person who is an officer or director of Worthington Steel prior to the Distribution Date and who will continue solely as an officer or director of New Worthington following the Distribution Date.

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(i) Distribution Agent Agreement. New Worthington will have entered into a Distribution Agent Agreement with, or provided instructions regarding the Distribution to, the Agent.

(j) Execution of Ancillary Agreements. Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto.

(k) Governmental Approvals. All material Governmental Approvals, other than with respect to the Shared Permits, necessary to consummate the Distribution and to permit the operation of the Worthington Business and the Worthington Steel Business after the Effective Time, in each case, substantially as conducted on the date hereof, shall have been obtained and be in full force and effect.

(l) No Order or Injunction. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the related transactions shall be in effect, and no other event outside the control of New Worthington shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions.

(m) No Circumstances Making Distribution Inadvisable. No events or developments shall have occurred or exist that, in the judgment of the New Worthington Board, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in the best interest of New Worthington or its shareholders.

(n) Tax Treatment of the Distribution. New Worthington shall have received an opinion of Latham & Watkins LLP regarding the qualification of the Distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, in form and substance satisfactory to New Worthington in its sole and absolute discretion.

(o) New Worthington Loan Documents. As of the Distribution Date, the transactions contemplated by this Agreement shall constitute a “Permitted Spinoff” (as defined in the New Worthington Credit Agreement).

3.4 Sole Discretion. The foregoing conditions are for the sole benefit of New Worthington and shall not give rise to or create any duty on the part of New Worthington or the New Worthington Board to waive or not waive such conditions or in any way limit New Worthington’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in such Article. Any determination made by the New Worthington Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3 shall be conclusive.

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ARTICLE IV.

DISPUTE RESOLUTION

4.1 General Provisions.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement or the Ancillary Agreements, including with respect to (i) the validity, interpretation, performance, breach or termination thereof or (ii) whether any Asset or Liability not specifically characterized in this Agreement or its Schedules, whose proper characterization is disputed, is a Worthington Steel Asset, Worthington Asset, Worthington Steel Liability or Worthington Liability, shall be resolved in accordance with the procedures set forth in this Article IV (a “Dispute”), which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified in this Article IV or Article V; provided, however, notwithstanding the foregoing, this Article IV shall not apply to any Ancillary Agreement regarding the lease or sublease of real property following an assignment of such agreement or any of the rights or obligations thereunder to a Third Party.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO OR ARISING FROM THIS AGREEMENT AND ANY OF THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.1(B).

(c) The specific procedures set forth in this Article IV, including the time limits referenced herein, may be modified by agreement of both of the Parties in writing.

(d) Commencing with the Initial Notice contemplated by Section 4.2, all applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Article IV are pending. The Parties shall take any necessary or appropriate action required to effectuate such tolling.

(e) Commencing with the Initial Notice contemplated by Section 4.2, any communications between the Parties or their representatives in connection with the attempted negotiation of any Dispute shall be deemed to have been delivered in furtherance of a Dispute settlement and shall be exempt from disclosure and production, and shall not be admissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the adjudication of any Dispute; provided, that evidence that is otherwise subject to disclosure or admissible shall not be rendered outside the scope of disclosure or inadmissible as a result of its use in the negotiation.

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4.2 Negotiation by Senior Executives. The Parties shall seek to settle amicably all Disputes by negotiation. The Parties shall first attempt in good faith to resolve the Dispute by negotiation in the normal course of business at the operational level within fifteen (15) days after written notice is received by either Party regarding the existence of a Dispute (the “Initial Notice”). If the Parties are unable to resolve the Dispute within such fifteen (15)-day period, the Parties shall attempt in good faith to resolve the Dispute by negotiation between executives designated by the Parties who hold, at a minimum, the office of Senior Vice President and/or General Counsel (such designated executives, the “Dispute Committee”). The Parties agree that the members of the Dispute Committee shall have full and complete authority on behalf of their respective Parties to resolve any Disputes submitted pursuant to this Section 4.2. Such Dispute Committee members and other applicable executives shall meet in person or by teleconference or video conference within thirty (30) days of the date of the Initial Notice to seek a resolution of the Dispute. In the event that the Dispute Committee and other applicable executives are unable to agree to a format for such meeting, the meeting shall be convened in person at a mutually acceptable location in Columbus, Ohio.

4.3 Arbitration.

(a) Any Dispute not finally resolved pursuant to Section 4.2 within sixty (60) days from the delivery of the Initial Notice shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”).

(b) Unless otherwise agreed by the Parties in writing, any Dispute to be decided in arbitration hereunder shall be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000; or (ii) by an arbitral tribunal of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, is equal to or greater than $10,000,000.

(c) The language of the arbitration shall be English. The place of arbitration shall be Columbus, Ohio.

(d) The sole arbitrator or arbitral tribunal shall not award any relief not specifically requested by the Parties and, in any event, shall not award any damages of the types prohibited under Section 10.20.

(e) In addition to the ICC Rules, the Parties agree that the arbitrator(s) and the Parties shall be guided by the IBA Rules on the Taking of Evidence in International Arbitration.

(f) The agreement to arbitrate any Dispute set forth in this Section 4.3 shall continue in full force and effect subsequent to, and notwithstanding the completion, expiration or termination of, this Agreement.

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(g) Without prejudice to this binding arbitration agreement, each Party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Ohio and the federal courts sitting within the State of Ohio in connection with any post-award proceedings or court proceedings in aid of arbitration that are authorized by the Federal Arbitration Act (9 U.S.C. §§ 1-16) or Ohio Arbitration Act (Chapter 2711 of the Ohio Revised Code, R.C. §§ 2711.01 through 2711.24). Judgment upon any awards rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties waive all objections that they may have at any time to the laying of venue of any proceedings brought in such courts, waive any claim that such proceedings have been brought in an inconvenient forum and further waive the right to object with respect to such proceedings that any such court does not have jurisdiction over such Party.

(h) It is the intent of the Parties that the agreement to arbitrate any Dispute set forth in this Section 4.3 shall be interpreted and applied broadly such that all reasonable doubts as to arbitrability of a Dispute shall be decided in favor of arbitration.

(i) The Parties agree that any Dispute submitted to arbitration shall be governed by, and construed and interpreted in accordance with Laws of the State of Ohio, as provided in Section 7.2 and, except as otherwise provided in this Article IV or mutually agreed to in writing by the Parties, the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., shall govern any arbitration between the Parties pursuant to this Section 4.3.

(j) The sole arbitrator or arbitral tribunal shall award to the prevailing Party, if any, the costs of the arbitrator or tribunal, expert witness fees, and attorneys’ fees reasonably incurred by such prevailing Party or its Affiliates in connection with the arbitration.

(k) The Parties undertake to keep confidential any arbitration conducted under this Article IV, including the existence of the arbitration, all orders and awards in the arbitration, and all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

ARTICLE V.

MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE

5.1 Release of Claims Prior to Distribution.

(a) Except as provided in Section 5.1(c), effective as of the Effective Time, New Worthington does hereby, for itself and each other member of the New Worthington Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the New Worthington Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Worthington Steel, the respective members of the Worthington Steel Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Worthington Steel Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all New Worthington Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement

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the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the New Worthington Business, the New Worthington Assets or New Worthington Liabilities.

(b) Except as provided in Section 5.1(c), effective as of the Effective Time, Worthington Steel does hereby, for itself and each other member of the Worthington Steel Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Worthington Steel Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) New Worthington, the respective members of the New Worthington Group, their respective Affiliates (other than any member of the Worthington Steel Group), successors and assigns, and (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the New Worthington Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Worthington Steel Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Separation and Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case of this clause (C), to the extent relating to, arising out of or resulting from the Worthington Steel Business, the Worthington Steel Assets or the Worthington Steel Liabilities.

(c) Nothing contained in Section 5.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.3(b) or (c) or the applicable schedules hereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 5.1(a) or (b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the Worthington Steel Group or the New Worthington Group that is specified in Section 2.3(b) or (c) as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.3(b) or (c) as not to terminate as of the Effective Time;

(ii) any Liability provided in or resulting from any Contract or understanding that is entered into after the Effective Time between any member of the New Worthington Group, on the one hand, and any member of the Worthington Steel Group, on the other hand;

(iii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Worthington Liability and any Worthington Steel Liability, as applicable); or

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(iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement.

(d) In addition, nothing contained in Section 5.1(a) or (b) shall release New Worthington from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the New Worthington Group or the Worthington Steel Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by New Worthington immediately prior to the Effective Time pursuant to indemnification obligations existing as of the Effective Time; it being understood that, if the underlying obligation giving rise to such Action is a Worthington Steel Liability, Worthington Steel shall indemnify New Worthington for such Liability (including New Worthington’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.

(e) New Worthington shall not make, and shall not permit any member of the New Worthington Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Worthington Steel or any member of the Worthington Steel Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Worthington Steel shall not make, and shall not permit any member of the Worthington Steel Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against New Worthington or any member of the New Worthington Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).

(f) Notwithstanding Section 4.3(j), any breach of the provisions of this Section 5.1 by either New Worthington or Worthington Steel shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

5.2 Indemnification by New Worthington. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, New Worthington shall, and shall cause the other members of the New Worthington Group to, indemnify, defend and hold harmless Worthington Steel, each member of the Worthington Steel Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Worthington Steel Indemnitees”), from and against any and all Liabilities of the Worthington Steel Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any New Worthington Liabilities, including any failure of New Worthington or any other member of the New Worthington Group or any other Person to pay, perform or otherwise promptly discharge any New Worthington Liabilities in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof;

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(b) any breach by New Worthington or any member of the New Worthington Group of this Agreement or any of the Ancillary Agreements (other than the Specified Ancillary Agreements);

(c) any third-party claims that the use of the Worthington Steel Intellectual Property by any member of the New Worthington Group (or their permitted sublicensees) pursuant to this Agreement or otherwise infringes the Intellectual Property rights of such third party, other than any such claims in connection with the performance by any member of the New Worthington Group of its contractual obligations for the benefit of any member of the Worthington Steel Group pursuant to the Transition Services Agreement or any other agreement between a member of the New Worthington Group and a member of the Worthington Steel Group;

(d) except to the extent that it relates to a Worthington Steel Liability, any guarantee, indemnification or contribution obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of New Worthington or any member of the New Worthington Group by Worthington Steel or any member of the Worthington Steel Group that survives following the Effective Time; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if Worthington Steel shall have furnished any amendments or supplements thereto) or any other Disclosure Document specifically relating to (i) the New Worthington Business, New Worthington Assets or New Worthington Liabilities or (ii) the New Worthington Group as of and after the Effective Time.

Notwithstanding the foregoing, in no event shall New Worthington or any other member of the New Worthington Group have any obligations under this Section 5.2 with respect to Liabilities subject to indemnification pursuant to Section 5.3.

5.3 Indemnification by Worthington Steel. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, Worthington Steel shall, and shall cause the other members of the Worthington Steel Group to, indemnify, defend and hold harmless New Worthington, each member of the New Worthington Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “New Worthington Indemnitees”), from and against any and all Liabilities of the Worthington Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Worthington Steel Liabilities, including any failure of Worthington Steel or any other member of the Worthington Steel Group or any other Person to pay, perform or otherwise promptly discharge any Worthington Steel Liabilities in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof;

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(b) any breach by Worthington Steel or any member of the Worthington Steel Group of this Agreement or any Ancillary Agreements, including the failure by Worthington Steel to pay the Worthington Steel Cash Distribution to New Worthington (other than the Specified Ancillary Agreements);

(c) any third-party claims that the use of the Licensed Intellectual Property by any member of the Worthington Steel Group (or their permitted sublicensees) pursuant to this Agreement or otherwise infringes the Intellectual Property rights of such third party;

(d) any guarantee, indemnification or contribution obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of Worthington Steel or any member of the Worthington Steel Group by New Worthington or any member of the New Worthington Group that survives following the Effective Time; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if Worthington Steel shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in Section 5.2(e).

5.4 Indemnification Obligations Net of Insurance Proceeds.

(a) The Parties intend that any Liability subject to indemnification or contribution pursuant to this Article V shall be net of Insurance Proceeds that actually reduce the amount of the Liability. Accordingly, the amount that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) shall be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) It is expressly agreed and understood that all rights to indemnification, contribution and reimbursement pursuant to this Article V are in excess of all available insurance. Without limiting the foregoing, the Parties agree that an insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions hereof) by virtue of the Liability allocation,

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indemnification and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.” Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorney’s fees and expenses) to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article V. The Indemnitee shall make available to the Indemnifying Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the Indemnifying Party with respect to the recovery of such Insurance Proceeds; provided, however, that nothing in this sentence shall be deemed to require a Party to make available books and records, communications, documents or items that (i) in such Party’s good faith judgment could result in a waiver of any privilege even if the Parties cooperated to protect such privilege as contemplated by this Agreement or (ii) such Party is not permitted to make available because of any Law or any confidentiality obligation to a Third Party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Each of Worthington Steel and New Worthington shall, and shall cause the members of its Group to, when appropriate, use commercially reasonable efforts to obtain waivers of subrogation for each of the insurance policies described in Section 5.16. Each of Worthington Steel and New Worthington hereby waives, for itself and each member of its Group, its rights to recover against the other Party in subrogation or as subrogee for a third Person.

(d) For all claims as to which indemnification is provided under Section 5.2 or 5.3 other than Third-Party Claims (as to which Section 5.5 shall apply), the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

5.5 Procedures for Indemnification of Third-Party Claims.

(a) If, at or after the date of this Agreement, an Indemnitee shall receive written notice from, or otherwise learn of the assertion by, a Person (including any Governmental Authority) who is not a member of the New Worthington Group or the Worthington Steel Group (a “Third Party”) of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 5.13, any Specified Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of receipt of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee

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relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party was prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.5(a).

(b) Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party shall assume responsibility for defending such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as otherwise expressly set forth herein.

(c) If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party Claim pursuant to Section 5.5(b), or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. In addition to the foregoing and the last sentence of Section 5.2(b), if any Indemnitee determines in good faith that

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such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the applicable Third-Party Claim, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees.

(e) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing and the last sentence of Section 5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees.

(f) Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(g) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement).

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(h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of whether such Third-Party Claim was resolved by settlement, verdict, dismissal or otherwise.

5.6 Additional Matters.

(a) Indemnification payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification under this Article V shall be paid by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS ARTICLE V SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER.

(b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If after such thirty (30)-day period, such claim is not resolved, Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Specified Ancillary Agreements. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 5.6(b) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 5.6(b).

(c) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(d) In the event of an Action for which indemnification is sought pursuant to Section 5.2 or 5.3 and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant for the portion of the Action related to such indemnification claim.

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(e) In the event that either Party establishes a risk accrual in an amount of at least $1,000,000 with respect to any Third-Party Claim for which the other Party has sought indemnification pursuant to Section 5.3, such Party shall notify the other Party of the existence and amount of such risk accrual (i.e., when the accrual is recorded in the financial statements as an accrual for a potential liability), subject to the Parties entering into an appropriate agreement with respect to the confidentiality and/or privilege thereof.

(f) Unless otherwise required by applicable Law, the Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by New Worthington to Worthington Steel, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that New Worthington and Worthington Steel treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than New Worthington or Worthington Steel, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for New Worthington or Worthington Steel, in each case as appropriate.

(g) In the case of any Action involving a matter contemplated by Section 5.15(c), (i) if there is a conflict of interest that under applicable rules of professional conduct would preclude legal counsel for one Party or one of its Subsidiaries representing another Party or one of its Subsidiaries or (ii) if any Third-Party Claim seeks equitable relief that would restrict or limit the future conduct of the non-responsible Party or one of its Subsidiaries or the business or operations of such non-responsible Party or one of its Subsidiaries, then the non-responsible Party shall be entitled to retain, at its expense, separate legal counsel to represent its interest and to participate in the defense, compromise, or settlement of that portion of the Third-Party Claim against that Party or one of its Subsidiaries.

(h) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

5.7 Survival of Indemnities. The rights and obligations of each of Worthington Steel and New Worthington and their respective Indemnitees under this Article V shall survive (a) the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities, and (b) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its respective Subsidiaries.

5.8 Right of Contribution.

(a) Contribution. If any right of indemnification contained in this Article V is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts (including any costs, expenses, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof) paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

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(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 5.8 in circumstances in which the indemnification is unavailable because of a fault associated with the business conducted by Worthington Steel, New Worthington or a member of their respective Groups, (i) any fault associated with the business conducted with the New Worthington Assets or New Worthington Liabilities (except for the gross negligence or intentional misconduct of Worthington Steel or a member of the Worthington Steel Group) or with the ownership, operation or activities of the New Worthington Business shall be deemed to be the fault of New Worthington and the members of the New Worthington Group, and no such fault shall be deemed to be the fault of Worthington Steel or a member of the Worthington Steel Group; and (ii) any fault associated with the business conducted with the Worthington Steel Assets or the Worthington Steel Liabilities (except for the gross negligence or intentional misconduct of New Worthington or the members of the New Worthington Group) or with the ownership, operation or activities of the Worthington Steel Business shall be deemed to be the fault of Worthington Steel and the members of the Worthington Steel Group, and no such fault shall be deemed to be the fault of New Worthington or the members of the New Worthington Group.

(c) Contribution Procedures. The provisions of Sections 5.5 and 5.6 shall govern any contribution claims.

5.9 Covenant Not to Sue (Liabilities and Indemnity). Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Worthington Steel Liabilities by Worthington Steel or a member of the Worthington Steel Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (b) the provisions of this Article V are void or unenforceable for any reason.

5.10 No Impact on Third Parties. For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article V are made only for purposes of allocating responsibility for Liabilities between the Worthington Steel Group, on the one hand, and the New Worthington Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any third parties.

5.11 No Cross-Claims or Third-Party Claims. Each of New Worthington and Worthington Steel agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third-Party Claim, assert as a counterclaim or third-party claim against any member of the Worthington Steel Group or New Worthington Group, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article IV.

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5.12 Severability. If any indemnification provided for in this Article V is determined by the sole arbitrator or arbitral tribunal (as the case may be) to be invalid, void or unenforceable, the liability shall be apportioned between the Indemnitee and the Indemnifying Party as determined in a separate proceeding in accordance with Article IV.

5.13 Specified Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary, to the extent any Specified Ancillary Agreement contains any indemnification obligation or contribution obligation relating to any Worthington Steel Liability, Worthington Liability, Worthington Steel Asset or Worthington Asset contributed, assumed, retained, transferred, delivered, conveyed or governed pursuant to such Specified Ancillary Agreement or any Loss under such Specified Ancillary Agreement, as applicable, the indemnification obligations and contribution obligations contained herein shall not apply to such Worthington Steel Liability, Worthington Liability, Worthington Steel Asset or Worthington Asset or to such Loss and instead the indemnification obligations and/or contribution obligations set forth in such Specified Ancillary Agreement, as applicable, shall govern with regard to such Worthington Steel Liability, Worthington Liability, Worthington Steel Asset or Worthington Asset or such Loss.

5.14 Exclusivity. Except as otherwise provided in Section 10.14, the sole and exclusive remedy for any and all claims, Liabilities or other matters based upon, relating to or arising from this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements) or the transactions contemplated hereby or thereby shall be the rights of indemnification set forth in this Article V, and no Person shall have any other entitlement, remedy or recourse, whether in contract, tort, strict liability, equitable remedy or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by Law. This Section 5.14 shall not operate to interfere with or impede the operation of the covenants contained in this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements), with respect to a Party’s right to seek equitable remedies (including specific performance or injunctive relief).

5.15 Cooperation in Defense and Settlement.

(a) With respect to any Third-Party Claim that implicates both Parties in a material fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the Parties the attorney-client privilege, joint defense or other privilege with respect thereto).

(b) To the extent there are documents, other materials, access to employees or witnesses related to or from a Party that is not responsible for the defense or Liability of a particular Action, such Party shall provide to the other Party (at such other Party’s cost and expense) reasonable access to documents, other materials, employees, and shall permit employees, officers and directors to cooperate as witnesses in the defense of such Action.

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(c) Each of Worthington Steel and New Worthington agrees that at all times from and after the Effective Time, if an Action currently exists or is commenced by a Third Party with respect to which a Party (or the members of its Group) is a named defendant, but the defense of such Action and any recovery in such Action is otherwise not a Liability allocated under this Agreement or any Ancillary Agreement to that Party, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action and such defendants shall not be required to make any payments or contributions therewith.

5.16 Insurance Matters.

(a) The Parties intend by this Agreement that, to the extent permitted under the terms of any applicable insurance policy, Worthington Steel, each other member of the Worthington Steel Group and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Effective Time (with respect to events occurring or claimed to have occurred before the Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of New Worthington before the Effective Time under any insurance policy, including any rights that Worthington Steel, any other member of the Worthington Steel Group or any of its or their respective directors, officers, or employees may have as an insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Effective Time, with respect to events occurring before the Effective Time.

(b) After the Effective Time, New Worthington (and each other member of the New Worthington Group) and Worthington Steel (and each other member of the Worthington Steel Group) shall not, without the consent of Worthington Steel or New Worthington, respectively (such consent not to be unreasonably withheld, conditioned or delayed), provide any insurance carrier with a release or amend, modify or waive any rights under any insurance policy if such release, amendment, modification or waiver thereunder would materially adversely affect any rights of any member of the Group of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.

(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.

(d) No member of the New Worthington Group or any Worthington Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Effective Time, including as a result of (i) the level or scope of any insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and conditions of any policy, or (iv) the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim.

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(e) Except to the extent otherwise provided in Section 5.16(b), in no event will New Worthington, any other member of the New Worthington Group or any Worthington Indemnitee have any Liability or obligation whatsoever to any member of the Worthington Steel Group if any insurance policy is terminated or otherwise ceases to be in effect for any reason, is unavailable or inadequate to cover any Liability of any member of the Worthington Steel Group for any reason whatsoever or is not renewed or extended beyond the current expiration date of any such insurance policy.

(f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any members of the New Worthington Group in respect of any insurance policy or any other contract or policy of insurance.

(g) Nothing in this Agreement will be deemed to restrict any member of the Worthington Steel Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period. Worthington Steel will acquire its own insurance policies covering the Worthington Steel Group and each of their respective directors, officers and employees with respect to events occurring after the Effective Time.

(h) To the extent that any insurance policy provides for the reinstatement of policy limits, and both New Worthington and Worthington Steel desire to reinstate such limits, the cost of reinstatement will be shared by New Worthington and Worthington Steel as the Parties may agree. If either Party, in its sole discretion, determines that such reinstatement would not be beneficial, that Party shall not contribute to the cost of reinstatement and will not make any claim thereunder nor otherwise seek to benefit from the reinstated policy limits.

(i) For purposes of this Agreement, “Covered Matter” shall mean any matter, whether arising before or after the Effective Time, with respect to which any Worthington Steel Indemnitee may seek to exercise any right under any insurance policy pursuant to this Section 5.16. If Worthington Steel receives notice or otherwise learns of any Covered Matter, Worthington Steel shall promptly give New Worthington written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, New Worthington shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to Worthington Steel. If New Worthington or another member of the New Worthington Group fails to notify Worthington Steel within fifteen (15) days that it has submitted an insurance claim with respect to a Covered Matter or Joint Claim, Worthington Steel shall be permitted to submit (on behalf of the applicable Worthington Steel Indemnitee) such insurance claim.

(j) Each of Worthington Steel and New Worthington will share such information as is reasonably necessary in order to permit the other Party to manage and conduct its insurance matters in an orderly fashion and provide the other Party with any assistance that is reasonably necessary or beneficial in connection with such Party’s insurance matters.

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5.17 Guarantees, Letters of Credit and Other Obligations.

(a) On or prior to the Effective Time or as soon as practicable thereafter, New Worthington shall (with the reasonable cooperation of the applicable members of the New Worthington Group) use its commercially reasonable efforts to have any members of the Worthington Steel Group removed as guarantor of or obligor for any Worthington Liability. On or prior to the Effective Time or as soon as practicable thereafter, Worthington Steel shall (with the reasonable cooperation of the applicable members of the Worthington Steel Group) use its commercially reasonable efforts to have any members of the New Worthington Group removed as guarantor of or obligor for any Worthington Steel Liabilities.

(b) On or prior to the Effective Time or as soon as practicable thereafter, (i) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the Worthington Steel Group with respect to Worthington Liabilities, New Worthington shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which New Worthington would be reasonably unable to comply or (B) which would be reasonably expected to be breached and (ii) to the extent required to obtain a release from a guarantee, letter of credit or other obligation of any member of the New Worthington Group with respect to Worthington Steel Liabilities, Worthington Steel shall execute a substitute document in the form of any such existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement, letter of credit or other obligation, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Worthington Steel would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 5.17, (i) with respect to Worthington Liabilities, (A) New Worthington shall, and shall cause the other members of the New Worthington Group to, indemnify, defend and hold harmless each of the Worthington Steel Indemnitees from and against any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable Worthington Steel Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) New Worthington shall not, and shall cause the other members of the New Worthington Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Worthington Steel Group is or may be liable unless all obligations of the members of the Worthington Steel Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Worthington Steel in its sole and absolute discretion and (ii) with respect to Worthington Steel Liabilities, (A) Worthington Steel shall, and shall cause the other members of the Worthington Steel Group to, indemnify, defend and hold harmless each of the Worthington Indemnitees for any Liability arising from or relating to such guarantee, letter of credit or other obligation, as applicable, and shall, as agent or subcontractor for the applicable New Worthington Group guarantor or obligor, pay, perform and discharge fully all of the obligations or other Liabilities of such guarantor or obligor thereunder, and (B) Worthington Steel shall not, and shall cause the other members of the Worthington Steel Group not to, agree to renew or extend the

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term of, increase any obligations under, or transfer to a third Person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the New Worthington Group is or may be liable unless all obligations of the members of the New Worthington Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to New Worthington in its sole and absolute discretion.

ARTICLE VI.

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of New Worthington and Worthington Steel, on behalf of itself and the members of its respective Group, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party, at any time before or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of either Party or any of the members of its Group to the extent that: (i) such Information relates to the Worthington Steel Business or any Worthington Steel Asset or Worthington Steel Liability, if Worthington Steel is the requesting party, or to the New Worthington Business or any Worthington Asset or Worthington Liability, if New Worthington is the requesting party; (ii) such Information is required by the requesting party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such Information is required by the requesting party to comply with any obligation imposed by any Governmental Authority, applicable law, rule, professional standard, regulation, policy statement, court order, legal, judicial, or administrative process, other similar process (whether by oral questions, interrogatories, requests for information or documents in legal or regulatory proceedings, subpoena, civil investigative demand, or other similar process, or by the Securities and Exchange Commission or the New York Stock Exchange or any other regulatory or self-regulatory authority); provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.

6.2 Ownership of Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 6.1 or 6.7 shall remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

6.3 Compensation for Providing Information. The Party requesting Information agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any costs and expenses incurred in any review of Information for purposes of protecting the privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall reflect the providing Party’s actual costs and expenses.

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6.4 Record Retention.

(a) The Parties agree and acknowledge that following the Effective Time, it is likely that each Party will have some of the Tangible Information of the other Party stored at its facilities or at Third Party records storage locations arranged for by such Party (each, a “Records Facility”) and the cost of any Third Party Records Facility where Tangible Information belonging to both members of the Worthington Steel Group, on the one hand, and members of the New Worthington Group, on the other hand, is stored shall be split equitably between the Worthington Steel Group and the New Worthington Group.

(b) Each Party shall use the same degree of care (but no less than a reasonable degree of care) as it takes to preserve confidentiality for its own similar Information: (i) to maintain the Stored Records at its Record Facility in accordance with its regular records retention policies and procedures and the terms of this Section 6.4; and (ii) to comply with the requirements of any “litigation hold” that relates to Stored Records at its Record Facility that relates to (x) any Action that is pending as of the Effective Time or (y) any Action that arises or becomes threatened or reasonably anticipated after the Effective Time as to which the Party storing such Stored Records has received a written notice of the applicable “litigation hold” from the other Party; provided, that such other Party shall be obligated to provide the Party storing such Stored Records with timely notice of the termination of such “litigation hold.”

(c) Each Party shall, from time to time, at the reasonable request of the other Party, provide such other Party with technical assistance and information in respect to any claims brought against such other Party involving the conduct of the Worthington Steel Business or the New Worthington Business, as applicable, prior to the Effective Time, including by making available employees of such Party’s Group and consultation and appearances of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings. The Party receiving such assistance and information shall reimburse the other Party for its reasonable out-of-pocket costs (travel, hotels, etc.) of providing such services, consistent with the receiving Party’s policies and practices regarding such expenditures.

6.5 Limitations of Liability. No Party shall have any liability to any other Party relating to or arising out of (a) any Information exchanged or provided pursuant to Section 6.1 that is found to be inaccurate in the absence of willful misconduct by the Party providing such Information or (b) the destruction of any Information after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

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6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth herein or any Ancillary Agreement.

(b) Either Party that receives, pursuant to a request for Information in accordance with this Article VI, Tangible Information that is not relevant to its request shall (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information and (ii) deliver to the providing Party a certificate certifying that such Tangible Information was returned or destroyed, as the case may be, which certificate shall be signed by an authorized Representative of the requesting Party.

(c) When any Tangible Information provided by one Party to the other Party (other than Tangible Information provided pursuant to Section 6.4) is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement or is no longer required to be retained by applicable Law, the receiving Party shall promptly, after request of the other Party, either return to the other Party all Tangible Information in the form in which it was originally provided (including all copies thereof and all notes, extracts or summaries based thereon) or, if the providing Party has requested that the other Party destroy such Tangible Information, certify to the other Party that it has destroyed such Tangible Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, that this obligation to return or destroy such Tangible Information shall not apply to any Tangible Information solely related to the receiving Party’s business, Assets, Liabilities, operations or activities.

6.7 Auditors and Audits.

(a) Until the first Worthington Steel fiscal year end occurring after the Effective Time and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs, each Party shall provide or provide access to the other Party on a timely basis, all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated by the SEC and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

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(b) In the event a Party restates any of its financial statements that include such Party’s audited or unaudited financial statements with respect to any balance sheet date or period of operation as of the end of and for the 2023 fiscal year and the five (5) year period ending May 31, 2023, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the SEC that includes such restated audited or unaudited financial statements (the “Amended Financial Report”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the SEC, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the SEC, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures. Each Party will reasonably cooperate with, and permit and make any necessary employees available to, the other Party, in connection with the other Party’s preparation of any Amended Financial Reports.

6.8 Privileged Matters.

(a) The Parties recognize that legal and other professional services that have been and shall be provided prior to the Effective Time have been and shall be rendered for the collective benefit of each of the members of the New Worthington Group and the Worthington Steel Group, and that each of the members of the New Worthington Group and the Worthington Steel Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges and immunities that may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided after the Effective Time, which services will be rendered solely for the benefit of the New Worthington Group or the Worthington Steel Group, as the case may be.

(b) The Parties agree as follows:

(i) New Worthington shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the New Worthington Business, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group; New Worthington shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any New Worthington Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group;

(ii) Worthington Steel shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Worthington Steel Business, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group; Worthington Steel shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Worthington Steel Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the New Worthington Group or the Worthington Steel Group; and

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(iii) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not Privileged Information or unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article IV to resolve any Disputes as to whether any information relates solely to the New Worthington Business, solely to the Worthington Steel Business, or to both the New Worthington Business and the Worthington Steel Business.

(c) Subject to Sections 6.8(d) and 6.8(e), the Parties agree that they shall have a shared privilege or immunity with respect to all privileges not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the written consent of the other Party.

(d) If any dispute arises between the Parties, or any member of their respective Groups, regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Groups, each Party agrees that it shall: (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except to protect its own legitimate interests.

(e) Upon receipt by any member of the Worthington Steel Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which New Worthington or any of its Subsidiaries has the sole right hereunder to assert a privilege or immunity, or if Worthington Steel obtains knowledge that any of its, or any member of the Worthington Steel Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, Worthington Steel shall promptly provide written notice to New Worthington of the existence of the request (which notice shall be delivered to New Worthington no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide New Worthington a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(f) Upon receipt by any member of the New Worthington Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which Worthington Steel or any member of the Worthington Steel Group has the sole right hereunder to assert a privilege or immunity, or if New Worthington obtains knowledge that any of its, or any member of the New Worthington Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, New Worthington shall promptly provide written

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notice to Worthington Steel of the existence of the request (which notice shall be delivered to Worthington Steel no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide Worthington Steel a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access to, Information pursuant to this Agreement and the transfer of the Assets and retention of the Worthington Steel Assets by Worthington Steel are made and done in reliance on the agreement of the Parties set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that: (i) the exchange or retention by one Party to the other Party of any Privileged Information that should not have been transferred or retained, as the case may be, pursuant to the terms of this Article VI shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such Privileged Information; and (ii) the Party receiving or retaining such Privileged Information shall promptly return or transfer, as the case may be, such Privileged Information to the Party who has the right to assert the privilege or immunity.

(h) In furtherance of, and without limitation to, the Parties’ agreement under this Section 6.8, New Worthington and Worthington Steel shall, and shall cause their applicable Subsidiaries to, use reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

6.9 Confidentiality.

(a) Confidentiality. From and after the Effective Time, subject to Section 6.10 and except as contemplated by or otherwise provided in this Agreement or any Ancillary Agreement, New Worthington, on behalf of itself and each of its Subsidiaries, and Worthington Steel, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to New Worthington’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential or proprietary Information concerning the other Party (or its business) and the other Party’s Subsidiaries (or their respective businesses) that is either in its possession (including confidential or proprietary Information in its possession prior to the Effective Time) or furnished by the other Party or the other Party’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall not use any such confidential or proprietary Information other than for such purposes as may be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential or proprietary Information has been: (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party or any of

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its Subsidiaries, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential or proprietary Information or (iii) independently developed or generated without reference to or use of the respective proprietary or confidential Information of the other Party or any of its Subsidiaries. The foregoing restrictions shall not apply in connection with the enforcement of any right or remedy relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. If any confidential or proprietary Information of one Party or any of its Subsidiaries is disclosed to another Party or any of its Subsidiaries in connection with providing services to such first Party or any of its Subsidiaries under this Agreement or any Ancillary Agreement, then such disclosed confidential or proprietary Information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any confidential or proprietary Information of the other Party addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Information), and except in compliance with Section 6.10. Without limiting the foregoing, when any Information furnished by the other Party after the Effective Time pursuant to this Agreement or any Ancillary Agreement is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party shall, at its option, promptly after receiving a written notice from the disclosing Party, either return to the disclosing Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the disclosing Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that a Party shall not be required to destroy or return any such Information to the extent that (i) the Party is required to retain the Information in order to comply with any applicable Law, (ii) the Information has been backed up electronically pursuant to the Party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies or (iii) it is kept in the Party’s legal files for purposes of resolving any dispute that may arise under this Agreement or any Ancillary Agreement.

(c) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and its respective Subsidiaries may presently have and, after the Effective Time, may gain access to or possession of confidential or proprietary Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or the other Party’s Subsidiaries, on the other hand, prior to the Effective Time or (ii) that, as between the two parties, was originally collected by the other Party or the other Party’s Subsidiaries and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Subsidiaries and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary Information of, or personal Information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or the other Party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

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6.10 Protective Arrangements. In the event that either Party or any of its Subsidiaries is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the Party or any member of its Group are traded to disclose or provide any confidential or proprietary Information of the other Party (other than with respect to any such Information furnished pursuant to the provisions of Section 6.1 or 6.7, as applicable) that is subject to the confidentiality provisions hereof, such Party shall provide the other Party with written notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order, at such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

6.11 Witness Services. At all times from and after the Effective Time, each of New Worthington and Worthington Steel shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 6.11 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

6.12 Personal Data.

(a) The Parties acknowledge that (i) New Worthington is a “controller” as such term is set forth in the GDPR (a “Data Controller”) with respect to the Processing of the New Worthington Personal Data prior to and after the Effective Time, (ii) Worthington Steel and New Worthington are separate Data Controllers with respect to the Processing of Worthington Steel Personal Data prior to the Effective Time, and (iii) Worthington Steel remains a Data Controller with respect to the Processing of the Worthington Steel Personal Data from and after the Effective Time. As such, from and after the Effective Time, Worthington Steel shall comply with the requirements of Data Protection Laws applicable to Data Controllers in connection with the Worthington Steel Personal Data and this Agreement and shall not knowingly do anything or permit anything to be done which might lead to a breach by New Worthington or its Affiliates of the Data Protection Laws.

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(b) Both Parties shall cooperate to ensure that their Processing of Personal Data hereunder does and will comply with all applicable Data Protection Laws and take all reasonable precautions to avoid acts that place the other Party in breach of its obligations under any applicable Data Protection Laws. Nothing in this Section 6.12 shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Data Protection Laws.

ARTICLE VII.

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

7.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use its commercially reasonable efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable on its part under applicable Laws, regulations and agreements, to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with each other Party hereto, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain or make any Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any Third-Party consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the Worthington Steel Assets and the assignment and assumption of the Worthington Steel Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party, take such other actions as may be reasonably necessary to vest in such other Party all of the transferring Party’s right, title and interest to the Assets allocated to such Party by this Agreement or any Ancillary Agreement, in each case, if and to the extent it is practicable to do so.

(c) On or prior to the Effective Time, New Worthington and Worthington Steel in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of New Worthington or Subsidiary of Worthington Steel, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

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7.2 Performance. New Worthington shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the New Worthington Group. Worthington Steel shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Worthington Steel Group. Each Party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 7.2 to all of the other members of its Group, and (b) cause all of the other members of its Group not to take, or omit to take, any action which action or omission would violate or cause such Party to violate this Agreement or any Ancillary Agreement or materially impair such Party’s ability to consummate the transactions contemplated hereby or thereby.

7.3 No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities.

(a) Each of the Parties agrees that this Agreement shall not include any noncompetition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, or in the Ancillary Agreements, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) subject to Section 7.6, employ or otherwise engage any officer, director or employee of the other Group.

(b) Except as expressly provided herein, or in the Ancillary Agreements, the Parties hereby acknowledge and agree that if any Person that is a member of a Group, including any officer or director thereof, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, the other Group shall not have an interest in, or expectation that such opportunity be offered to it or that it be offered an opportunity to participate therein, and any such expectation with respect to such opportunity, is hereby renounced by such Group. Accordingly, except as expressly provided herein, or in the Ancillary Agreements, (i) neither Group will be under any obligation to present, communicate or offer any such opportunity to the other Group and (ii) each Group has the right to hold any such opportunity for its own account, or to direct, recommend, sell, assign or otherwise transfer such opportunity to any Person or Persons other than the other Group, and, to the fullest extent permitted by Law, neither Group shall have or be under any duty to the other Group and shall not be liable to the other Group for any breach or alleged breach thereof or for any derivation of personal economic gain by reason of the fact that such Group or any of its officers or directors pursues or acquires the opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the opportunity to another Person, or such Group does not present, offer or communicate information regarding the opportunity to the other Group.

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(c) For the purposes of this Section 7.3, “corporate opportunities” of a Group shall include business opportunities that such Group is financially able to undertake, that are, by their nature, in a line of business of such Group, are of practical advantage to it and are ones in which any member of the Group has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of a Person or any of its officers or directors will be brought into conflict with that of such Group.

7.4 Mail Forwarding. (a) New Worthington agrees that following the Effective Time it shall use its commercially reasonable efforts to forward to Worthington Steel any correspondence relating to the Worthington Steel Business (or a copy thereof to the extent such correspondence relates to both the Worthington Steel Business and the New Worthington Business) that is delivered to New Worthington and (b) Worthington Steel agrees that following the Effective Time it shall use its commercially reasonable efforts to forward to New Worthington any correspondence relating to the New Worthington Business (or a copy thereof to the extent such correspondence relates to both the New Worthington Business and the Worthington Steel Business) that is delivered to Worthington Steel.

7.5 Non-Disparagement. Each of the Parties shall not and shall direct their respective Groups and their respective officers and employees not to make, or cause to be made, any statement or communicate any information (whether oral or written) that disparages the other Group or any of their respective officers, directors or employees.

7.6 Non-Solicitation Covenant. For a period of one (1) year from and after the Effective Time, neither Party shall, and shall ensure that the other members of such Party’s Group shall not, directly or indirectly, solicit or hire any manager-level and above employees of the other Party’s Group without the prior written consent of New Worthington or Worthington Steel, as applicable; provided, however, that this Section 7.6 shall not prohibit any general offers of employment to the public, including through a bona fide search firm, so long as it is not specifically targeted toward employees of the New Worthington Group or Worthington Steel Group, as applicable.

7.7 Order of Precedence.

(a) Notwithstanding anything to the contrary in this Agreement or any Specified Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and any Specified Ancillary Agreement, the provisions of such Specified Ancillary Agreement shall prevail.

(b) The Parties acknowledge and confirm that, notwithstanding anything to the contrary in the Transfer Documents, (i) to the extent that any provision of the Transfer Documents conflicts with this Agreement, this Agreement shall be deemed to control with respect to the subject matter thereof and (ii) the Transfer Documents shall not be deemed in any way to amend, expand, restrict or otherwise modify such parties’ rights and obligations set forth in this Agreement.

7.8 New Worthington Marks.

(a) Except as provided in this Section 7.8 or in the Trademark License Agreement:

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(i) Worthington Steel acknowledges and agrees that the New Worthington Marks are owned solely by the New Worthington Group, and that none of the Worthington Steel Group shall have any right, title or interest in and to the New Worthington Marks; and

(ii) following the Separation, the Worthington Steel Group shall not: (A) use any of the New Worthington Marks, the New Worthington-Formative Marks or any Trademarks or domain names confusingly similar to or embodying any of the New Worthington Marks, either alone or in combination with other words or elements; (B) seek to register any New Worthington-Formative Marks, (C) challenge any rights of the New Worthington Group in any New Worthington-Formative Marks or their rights to register the same; (D) challenge the validity or enforceability of any of the New Worthington-Formative Marks; or (E) assist any third party in connection with any of the foregoing.

(b) In furtherance of Worthington Steel’s obligations in Section 7.8(a) above, except as provided in the Trademark License Agreement, as soon as possible following the Separation but not later than one year thereafter, the Worthington Steel Group shall remove and change signage, change and substitute promotional or advertising material in whatever medium, change stationery and packaging and take all such other steps as may be required or appropriate to cease all use of the New Worthington Marks; provided, however, that the Worthington Steel Group shall not be in violation of this Section 7.8(b) by reason of:

(i) the appearance of the New Worthington Marks in or on any tools, dies, equipment, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written materials or other Worthington Steel Assets that are used for internal purposes only in connection with the Worthington Steel Business; provided that Worthington Steel reasonably endeavors to remove such appearances of the New Worthington Marks in the ordinary course of the operation of the Worthington Steel Business;

(ii) the appearance of the New Worthington Marks in or on any third party’s publications, marketing materials, brochures, instruction sheets, equipment or products that were distributed in the ordinary course of business or pursuant to a Contract prior to the Separation, and that generally are in the public domain, or any other similar uses by any such third party over which none of the Worthington Steel Group have control; or

(iii) the use by the Worthington Steel Group of the New Worthington Marks in a non-trademark manner for purposes of notifying customers or the general public of the Separation.

ARTICLE VIII.

INTELLECTUAL PROPERTY LICENSES

8.1 License to Worthington Steel.

(a) Licensed Intellectual Property. New Worthington, on behalf of itself and the New Worthington Group, hereby grants to the Worthington Steel Group a perpetual, irrevocable, royalty-free, fully paid up, non-transferrable (except as permitted pursuant to Section 8.1(g)), non-exclusive license to use the Licensed Intellectual Property in connection the Worthington Steel Business. The foregoing license includes the right (i) to make, have made, use, sell, offer for sale, and import products and services, and (ii) to publish, display, reproduce, copy, create derivative works of, enhance, and otherwise exploit such Licensed Intellectual Property, in each case, in connection with the operation of the Worthington Steel Business.

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(b) Ownership of Improvements. As between the Parties, any derivative works, enhancements or other improvements to the Licensed Intellectual Property made or created by or on behalf of any member of the Worthington Steel Group shall be owned by Worthington Steel or its applicable Affiliate.

(c) Sublicensing. The license to the Worthington Steel Group pursuant to Section 8.1(a) shall be sublicensable solely as and to the extent necessary (i) to service providers of the Worthington Steel Group in connection with the provision of services to the Worthington Steel Group, which services require the use of the Licensed Intellectual Property, but not for the benefit of such service providers, and (ii) to customers of the Worthington Steel Group in connection with their purchase of products and services from the Worthington Steel Group. Worthington Steel shall require such permitted sublicensees in writing to comply with the limited scope of any such sublicense, and with confidentiality obligations consistent with Article VI.

(d) Limitations. All Licensed Intellectual Property is licensed as such Intellectual Property exists as of the Effective Time and subject to any and all licenses that have been granted by New Worthington, its Affiliates or its or their predecessors-in-interest with respect thereto prior to the Effective Time. There is no obligation to provide upgrades, updates, enhancements, improvements, support or maintenance to any of the Licensed Intellectual Property. Without limiting the generality of the foregoing, nothing contained in this Section 8.1 shall be construed as:

(i) requiring the filing of any patent application or application to register any other Intellectual Property, the securing of any patent or Intellectual Property registration, or the maintaining of any patent or Intellectual Property in force;

(ii) an agreement to bring or prosecute actions or suits against third parties for infringement or misappropriation; or

(iii) an obligation to furnish any assistance or any technical support.

(e) Notification of Infringement. Worthington Steel shall promptly notify New Worthington if Worthington Steel or any of its Affiliates becomes aware of any activities of a third party that reasonably appear to be an infringement of any item of Licensed Intellectual Property.

(f) Confidentiality. Worthington Steel shall maintain the confidentiality of trade secrets and other non-public Intellectual Property included in the Licensed Intellectual Property in accordance with Article VI.

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(g) Assignment.

(i) Except as set forth in Section 8.1(c) and in this Section 8.1(g)(i), the license granted pursuant to Section 8.1(a) may not, without the prior written consent of New Worthington, be assigned, sublicensed or otherwise transferred in whole or in part by any member of the Worthington Steel Group, by operation of Law or otherwise (which shall be deemed to include a change of control of any member of the Worthington Steel Group), and any attempt to do so shall be null and void; provided, however, that any member of the Worthington Steel Group may, without New Worthington’s consent (A) transfer all or a part of its rights and obligations under this Section 8.1 to its Affiliates for so long as they remain Affiliates of Worthington Steel; (B) transfer all of its rights and obligations under this Section 8.1 to any third party in connection with an acquisition of all or substantially all of the Worthington Steel Business (whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise) or (C) transfer all or part of its rights and obligations under this Section 8.1 or sublicense any of the licenses granted hereunder to any third party in connection with an acquisition of any discrete operating business unit or division of the Worthington Steel Business (whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise); provided that, in each of the cases (B) – (C), (x) upon such transfer, the license shall only be used in connection with the operation of the business, business unit or division being sold, and (y) the transfer or sublicense is limited solely to the business unit or division being sold; and provided further that, in each of the cases (A) – (C), such transferee, sublicensee, assignee or successor agrees to be bound by this Section 8.1.

(ii) For the avoidance of doubt, New Worthington and its Affiliates shall be free to transfer the Licensed Intellectual Property without any consent or sell, transfer, assign, dispose of in any way, license, sublicense and grant any kind of rights with respect to any Licensed Intellectual Property to any Person and impose any kind of restrictions to any Person relating to or in connection with any Licensed Intellectual Property; provided, however, in each case, that the license and rights granted to the Worthington Steel Group under and pursuant to this Agreement remain in full force and effect and continue to inure to the benefit of the Worthington Steel Group without any restriction or alteration.

8.2 License to Worthington.

(a) Worthington Steel Intellectual Property. Worthington Steel acknowledges that the Worthington Steel Intellectual Property is transferred to Worthington Steel subject to, and the New Worthington Group is hereby granted, a perpetual, irrevocable, royalty-free, fully paid up, non-transferrable (except as permitted pursuant to Section 8.2(g)), non-exclusive license to use, in connection with any business conducted by the New Worthington Group, the Worthington Steel Intellectual Property (other than Trademarks) used or held for use as of the Effective Time in connection with the New Worthington Business. The foregoing license includes the right (i) to make, have made, use, sell, offer for sale, and import products and services, and (ii) to publish, display, reproduce, copy, create derivative works of, enhance, and otherwise exploit such Worthington Steel Intellectual Property, in each case, in the operation of the New Worthington Business.

(b) Ownership of Improvements. As between the Parties, any derivative works, enhancements or other improvements to the Worthington Steel Intellectual Property made or created by or on behalf of any member of the New Worthington Group shall be owned by New Worthington or its applicable Affiliate.

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(c) Sublicensing. The license to the New Worthington Group pursuant to Section 8.2(a) shall be sublicensable solely as and to the extent necessary (i) to service providers of the New Worthington Group in connection with the provision of services to the New Worthington Group, which services require the use of the Worthington Steel Intellectual Property, but not for the benefit of such service providers, and (ii) to customers of the New Worthington Group in connection with their purchase of products and services from the New Worthington Group. New Worthington shall require such permitted sublicensees in writing to comply with the limited scope of any such sublicense, and with confidentiality obligations consistent with Article VI.

(d) Limitations. All Worthington Steel Intellectual Property is licensed as such Intellectual Property exists as of the Effective Time and subject to any and all licenses that have been granted by New Worthington, its Affiliates or its or their predecessors-in-interest with respect thereto prior to the Effective Time. There is no obligation to provide upgrades, updates, enhancements, improvements, support or maintenance to any of the Worthington Steel Intellectual Property. Without limiting the generality of the foregoing, nothing contained in this Section 8.2 shall be construed as:

(i) requiring the filing of any patent application or application to register any other Intellectual Property, the securing of any patent or Intellectual Property registration, or the maintaining of any patent or Intellectual Property in force;

(ii) an agreement to bring or prosecute actions or suits against third parties for infringement or misappropriation; or

(iii) an obligation to furnish any assistance or any technical support.

(e) Notification of Infringement. New Worthington shall promptly notify Worthington Steel if New Worthington or any of its Affiliates becomes aware of any activities of a third party that reasonably appear to be an infringement of any item of Worthington Steel Intellectual Property.

(f) Confidentiality. New Worthington shall maintain the confidentiality of trade secrets and other non-public Intellectual Property included in the Worthington Steel Intellectual Property in accordance with Article VI.

(g) Assignment.

(i) Except as set forth in Section 8.2(c) and in this Section 8.2(g)(i), the license granted pursuant to Section 8.2(a) may not, without the prior written consent of Worthington Steel, be assigned, sublicensed or otherwise transferred in whole or in part by any member of the New Worthington Group, by operation of Law or otherwise, and any attempt to do so shall be null and void; provided, however, that any member of the New Worthington Group may, without Worthington Steel’s consent, (A) transfer all or a part of its rights and obligations under this Section 8.2 to its Affiliates for so long as they remain Affiliates of New Worthington; (B) transfer all of its rights and obligations under this Section 8.2 to any third party in connection with an acquisition of all or substantially all of the New Worthington Business (whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise); and (C) transfer all or part of its rights and obligations under this Section 8.2 or sublicense any of the licenses granted hereunder to any third party in connection with an acquisition of any discrete operating business unit or division of the New Worthington Business (whether by merger, consolidation, sale of

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assets, sale or exchange of stock, or otherwise); provided that, in each of the cases (B) – (C), (x) upon such transfer, the license is used only in connection with the operation of the business, business unit or division being sold; and (y) the transfer is limited solely to such business unit or division; and provided, further, that, in each of the cases in (A) – (C), such transferee, sublicensee, assignee or successor agrees to be bound by this Section 8.2.

(ii) For the avoidance of doubt, Worthington Steel and its Affiliates shall be free to transfer the Worthington Steel Intellectual Property without any consent or sell, transfer, assign, dispose of in any way, license, sublicense and grant any kind of rights with respect to any Worthington Steel Intellectual Property to any Person and impose any kind of restrictions to any Person relating to or in connection with any Worthington Steel Intellectual Property; provided, however, in each case, that the license and rights granted to the New Worthington Group under and pursuant to this Agreement remain in full force and effect and continue to inure to the benefit of the New Worthington Group without any restriction or alteration.

ARTICLE IX.

TERMINATION

9.1 Termination. This Agreement and any Ancillary Agreement may be terminated and the terms and conditions of the Separation and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole and absolute discretion of the Worthington Board without the approval of any other Person, including Worthington Steel or New Worthington or the shareholders of Worthington Steel or New Worthington. In the event that this Agreement is terminated, this Agreement shall become null and void and no Party, nor any Party’s directors, officers or employees, shall have any Liability of any kind to any Person by reason of this Agreement. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by New Worthington and Worthington Steel.

9.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X.

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including.pdf, docusign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

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(b) This Agreement, the Ancillary Agreements and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein.

(c) New Worthington represents on behalf of itself and each other member of the New Worthington Group, and Worthington Steel represents on behalf of itself and each other member of the Worthington Steel Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been or will be duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

10.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance and remedies.

10.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

10.4 Third-Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any Worthington Indemnitee or Worthington Steel Indemnitee in their respective capacities as such, and the provisions of Section 5.1(d) as to directors and officers of New Worthington Group and Worthington Steel Group: (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) except the Parties hereto any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither

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this Agreement nor any Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable, and unless otherwise provided thereunder, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5):

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

10.6 Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

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10.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 Press Release.

(a) No later than one (1) Business Day after the Effective Time, Worthington Steel and New Worthington shall issue a joint press release regarding the consummation of the Separation and Distribution.

(b) Worthington Steel shall not issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby or make any other public disclosure regarding the terms of this Agreement or the transactions contemplated hereby, or the discussions relating hereto, without obtaining the prior written approval of New Worthington.

10.9 Expenses. The expenses and costs incurred in connection with the Transactions shall be borne 50% by New Worthington and 50% by Worthington Steel.

10.10 Late Payments. Except as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus one and one-half percent (1.5%) or the maximum rate permitted by Law, whichever is less.

10.11 Headings. The article, section and paragraph headings contained in this Agreement or any Ancillary Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

10.12 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect in accordance with their terms.

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10.13 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

10.14 Specific Performance. Subject to Article IV, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.15 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Separation and the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the New Worthington Board without the approval of any Person, including Worthington Steel or New Worthington.

10.16 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

10.17 Performance . Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

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10.18 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement or any Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

10.19 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement (other than Sections 2.2, 2.6(c), 2.7, 3.2(c), 3.3(n), 5.5(g) and 5.6(f)), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement or of an Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

10.20 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE INVESTIGATION OR DEFENSE THEREOF, PAID BY AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM).

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

WORTHINGTON INDUSTRIES, INC.
By:
Name:
Its:

Signature Page to Separation and Distribution Agreement

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

WORTHINGTON STEEL, INC.
By:
Name:
Its:

Signature Page to Separation and Distribution Agreement

EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF [ ⚫ ], 2023

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
1.1	Definitions		1
1.2	Interpretation		2
ARTICLE II. SERVICES			2
2.1	Services		2
2.2	Standard of the Provision of Services		3
2.3	Omitted Services		3
2.4	Service Modifications		3
2.5	Maintenance		4
2.6	Subcontractors		4
2.7	Required Consents		4
2.8	Cutover		5
ARTICLE III. COOPERATION AND ACCESS			5
3.1	General Cooperation		5
3.2	Access to Premises, Systems and Information		5
3.3	Compliance with Third Party Vendor Agreements		6
3.4	Project Managers		6
ARTICLE IV. FEES AND PAYMENT			6
4.1	Fees and Expenses		6
4.2	Taxes		7
4.3	Limited Set-Off Rights		7
4.4	Currency		7
ARTICLE V. TERM; TERMINATION			7
5.1	Term		7
5.2	Early Termination		8
5.3	Termination for Default		8
5.4	Effect of Termination; Survival		8
ARTICLE VI. FORCE MAJEURE			8
6.1	Force Majeure		8
ARTICLE VII. CONFIDENTIALITY			9
7.1	Confidentiality; Data Privacy		9

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7.2	Protective Arrangements	11
ARTICLE VIII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY		12
8.1	Disclaimer of Warranties	12
8.2	Limitation of Liability	12
8.3	Limitation of Damages	12
ARTICLE IX. MISCELLANEOUS		13
9.1	Counterparts; Entire Agreement; Corporate Power	13
9.2	Governing Law	13
9.3	Assignability	13
9.4	Third-Party Beneficiaries	14
9.5	Notices	14
9.6	Severability	14
9.7	Force Majeure	15
9.8	Headings	15
9.9	Waivers of Default	15
9.10	Dispute Resolution	15
9.11	Amendments	15
9.12	Construction	15
9.13	Performance	16
9.14	Limited Liability	16
9.15	Personnel	16
9.16	Exclusivity of Tax Matters	16

Schedules

Schedule A	Worthington Provided Services
Schedule B	Worthington Steel Provided Services
Schedule C	Excluded Services

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.

RECITALS

WHEREAS, New Worthington and Worthington Steel entered into that certain Separation and Distribution Agreement as of [ ⚫ ], 2023 (as amended, restated, amended and restated, and otherwise modified from time to time, the “Separation Agreement”);

WHEREAS, it is anticipated that, immediately following the Distribution, the Worthington Steel Group will separate from the New Worthington Group and Worthington Steel will be established as a separate, publicly traded company to operate the Worthington Steel Business; and

WHEREAS, pursuant to the Separation Agreement, services are to be provided on a transitional basis by New Worthington to the Worthington Steel Group and by Worthington Steel to the New Worthington Group after the Distribution Date upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants and agreements contained in this Agreement and in the Separation Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. Capitalized terms shall have the meanings set forth below in this Section 1.1 or elsewhere in this Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.

“Excluded Services” means the services listed on Schedule C.

“Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, pandemics, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure or interruption of networks or energy sources.

“Group” means the New Worthington Group or the Worthington Steel Group, as applicable.

“New Worthington Group” means New Worthington and its Subsidiaries and any of New Worthington’s consolidated or unconsolidated joint ventures.

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“Provider” means the Party providing (or causing to provide) a Service under this Agreement.

“Recipient” means the Party (together with any applicable Subsidiaries) receiving a Service under this Agreement.

“Services” means the Worthington Provided Services or the Worthington Steel Provided Services, as applicable.

“Stranded Costs” means any direct costs and expenses resulting from pre-existing obligations to third parties, to the extent that such costs or expenses are not otherwise recoverable from Recipient due to early termination of a Service, and to the extent such costs or expenses (a) relate to the period between the effective date of an early termination of a Service and the date on which such Service had originally been scheduled to terminate, including all pre-existing payment obligations that relate to such period that cannot be terminated, and/or (b) relate to any penalties, fees or other costs or expenses paid to third parties which would not have been incurred but for the early termination or partial termination of such contract or obligation.

“Worthington Steel Group” means Worthington Steel and its Subsidiaries and any of Worthington Steel’s consolidated or unconsolidated joint ventures.

1.2 Interpretation. In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the term “Agreement” or any other reference to an agreement shall, unless otherwise stated, be construed to refer to this Agreement (including all of the Schedules hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, and Schedule references are to the Articles, Sections, and Schedules to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the Effective Date, regardless of any amendment or restatement hereof; and (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars.

ARTICLE II.

SERVICES

2.1 Services. Subject to the terms and conditions of this Agreement, New Worthington shall provide (or cause to be provided) to the Worthington Steel Group all of the services listed in Schedule A attached hereto (the “Worthington Provided Services”). Subject to the terms and conditions of this Agreement, Worthington Steel shall provide (or cause to be provided) to the New Worthington Group all of the services listed in Schedule B attached hereto (the “Worthington Steel Provided Services”). Notwithstanding the foregoing, Provider shall not be obligated to provide any Service to the extent the provision of such Service would violate any applicable Law.

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2.2 Standard of the Provision of Services. Provider shall provide, or cause to be provided, the Services it is required to provide hereunder in the manner and at a level substantially consistent with that provided by Provider in the twelve (12) month period preceding the Effective Date (the “Service Standard”). All of the Worthington Provided Services shall be for the sole benefit of Worthington Steel Group, and all of the Worthington Steel Provided Services shall be for the sole benefit of the New Worthington Group.

2.3 Omitted Services. In the event that Recipient identifies any service that was provided by Provider to Recipient prior to the Closing but was unintentionally omitted from Schedule A or Schedule B, as applicable, that is reasonably required for the conduct of Recipient’s business after the Distribution in substantially the same manner as conducted in the twelve (12) month period preceding the Effective Date and that it wishes to have provided by Provider hereunder (each, an “Omitted Service”), it shall provide notice to Provider’s Project Manager, and the Project Managers will meet in person or by teleconference or video conference no later than five (5) Business Days after delivery of the notice to confirm the scope of such Omitted Service, the term for which such Omitted Services will be provided and the applicable fees. The Parties shall then promptly, and in no event later than five (5) Business Days after the relevant meeting specified in the preceding sentence, amend Schedule A or Schedule B, as applicable, in accordance with Section 9.11 to include a description of the Omitted Service, the term for which such Omitted Service will be provided, and the applicable Fees. Such Omitted Service will thereafter be considered a Service hereunder. Notwithstanding the foregoing, and notwithstanding anything to the contrary in this Agreement, in no event shall Provider be required to provide any Excluded Services.

2.4 Service Modifications.

(a) Changes. During the Term, the Parties may, in accordance with the procedures specified in this Section 2.4 agree to modify the manner in which a Service is provided or the terms and conditions relating to the performance of a Service in order to reflect, among other things, new procedures or processes for providing such Service (a “Service Modification”).

(b) Change Requests. In the event either of the Parties desires a Service Modification, the Party requesting the Service Modification will deliver a written description of the proposed Service Modification (a “Change Request”) to the other Party as follows: (i) in the case of a Change Request by Provider, to Recipient’s Project Manager; and (ii) in the case of a Change Request by Recipient, to Provider’s Project Manager.

(c) Meeting of the Parties. Unless the Party receiving the Change Request agrees to implement the Change Request as proposed, the Project Managers will meet in person or by teleconference or video conference to discuss the Change Request no later than five (5) Business Days after delivery of the Change Request to the other Party.

(d) Approval of Recipient Change Requests. All Recipient Change Requests must be approved by Provider’s Project Manager in writing before the Service Modification may be implemented in accordance with Section 2.4(f) below, such approval not to be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (a) withhold such consent to the extent that such proposed Service Modification would materially increase the resources required for Provider to provide the Service after giving effect to the Change Request or (b) condition such consent on Recipient agreeing to bear any increases in Provider’s cost of performance resulting from such Service Modification.

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(e) Approval of Provider Change Requests. All Provider Change Requests must be approved by Recipient’s Project Manager in writing before the Service Modification may be implemented in accordance with Section 2.4(f) below, such approval not to be unreasonably withheld, conditioned or delayed. For the purposes of the preceding sentence, the Parties agree that it is not unreasonable to: (a) withhold such consent to the extent that such proposed Service Modification would materially degrade Provider’s performance of the Service after giving effect to the Change Request, (b) condition such consent on Provider agreeing not to pass on to Recipient any increases in Provider’s cost of performance resulting from such Service Modification or (c) condition such consent on Provider agreeing to reimburse Recipient for any costs incurred by Recipient to implement or accommodate such Service Modification in order to continue to receive the applicable Service.

(f) Implementation of Approved Service Modification. If a Change Request is approved in accordance with this Section 2.4, Schedule A or Schedule B, as applicable, will be amended in accordance with Section 9.10 to reflect the implementation of the Change Request and any other agreed-upon terms or conditions relating to the Service Modification.

2.5 Maintenance. Notwithstanding anything to the contrary in Section 2.2, Provider shall have the right to shut down its facilities and/or systems used in providing the Services in accordance with scheduled maintenance windows that have been set by Provider and communicated in advance to Recipient’s Project Manager. The scheduled maintenance windows shall always be planned to be performed outside of customary business hours, or if not practicable, be planned so that such shutdown shall not materially and adversely affect Recipient’s operations. In the event nonscheduled maintenance is necessary, Provider may perform such maintenance; provided that Provider shall, whenever possible, notify Recipient twenty-four (24) hours in advance. Unless not feasible under the circumstances, this notice shall be given in writing (including by email) to Recipient’s Project Manager. Where written notice is not feasible, Provider shall give prompt oral notice, which notice shall be promptly confirmed in writing (including by email) by Provider. Provider shall be relieved of its obligations to provide Services only for the period of time that its facilities and/or systems are so shut down but shall use commercially reasonable efforts to minimize each period of shutdown for such purpose.

2.6 Subcontractors. Provider may subcontract any of the Services or portion thereof to any other Person, including any Affiliate of Provider; provided, however, that Provider shall in all cases remain primarily responsible for all of its obligations hereunder with respect to the Services, and any processing of Personal Data, provided by its subcontractor(s).

2.7 Required Consents. Provider shall use commercially reasonable efforts to obtain any consents, approvals or amendments to existing agreements of such Provider necessary to allow such Provider to provide the Services to Recipient (the “Required Consents”). The applicable Recipient shall pay, or, at Provider’s request, reimburse Provider for, the cost of obtaining the Required Consents and any fees or charges associated with the Required Consents including, but not limited to, any additional license, sublicense, access or transfer fees, approved by Recipient in

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advance. If Recipient does not approve any such fees or charges and as a result a Required Consent is not obtained, the Provider shall be relieved of its obligation to provide the applicable Service(s). Recipient acknowledges that there can be no assurance that Provider will be able to obtain the Required Consents. In the event that any Required Consents are not obtained, upon Recipient’s request, Provider will reasonably cooperate with Recipient to identify, and if commercially feasible, to implement, a work-around or alternative arrangement for any affected Service(s); provided, that (i) Recipient shall be responsible for all fees and costs associated with any work-around or alternative arrangement, and (ii) Recipient acknowledges that any such work-around or alternative arrangement may adversely impact the performance of the applicable Service, and Provider shall not be liable for any breach of the Service Standard that results from the adoption of any such work-around or alternative arrangement. If no commercially feasible alternative for a Service is available or capable of being reasonably implemented, Provider shall be relieved of its obligations to provide such Service.

2.8 Cutover. Recipient shall be responsible for planning and preparing the transition to its own internal organization or other third-party service providers for the provision of each of the Services provided to it hereunder (the “Cutover”). At Recipient’s request, Provider shall meet with Recipient within fourteen (14) calendar days following such request to assist Recipient with the initial development of a plan for Cutover (the “Cutover Plan”) and shall provide Recipient with all information reasonably requested by it in connection with the development and implementation of the Cutover Plan. Recipient shall, with Provider’s reasonable assistance, prepare a Cutover Plan with sufficient lead time in order to achieve a timely Cutover. The Cutover Plan of each Party shall provide for a completion date with respect to each Service that is no longer than the end of the applicable Service Term. Once the Cutover Plan is prepared, Recipient shall promptly provide Provider a copy of the Cutover Plan. Provided that Recipient is not in default of its payment obligations hereunder, Provider shall reasonably cooperate and shall use commercially reasonable efforts to cause its third-party vendors to reasonably cooperate, at Recipient’s expense, in a timely implementation of the Cutover Plan.

ARTICLE III.

COOPERATION AND ACCESS

3.1 General Cooperation. Subject to the terms and conditions set forth in this Agreement, the Parties shall each use commercially reasonable efforts to make available, as reasonably requested by the other Party, sufficient resources and timely decisions in order that each Party may accomplish its obligations under this Agreement in a timely and efficient manner.

3.2 Access to Premises, Systems and Information. Each Party agrees that it shall, without charge, provide such reasonable access to its premises, personnel, computer systems and information (excluding “Protected Health Information,” as defined under the Health Insurance Portability and Accountability Act and is implementing regulations, as amended (collectively, “HIPAA”)), and such reasonable assistance, to the other Party as is reasonably required for such other Party to perform its obligations or receive the Services under this Agreement. Unless otherwise agreed to in writing by the Parties, each Party will: (a) use the premises, computer systems and information of the other Party solely for the purpose of providing or receiving the Services; (b) limit such access to those of its representatives with a bona fide need to have such access in connection with the Services; (c) comply, and cause its employees, subcontractors and

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third-party providers to comply, with all policies and procedures governing access to and use of such premises, computer systems and/or information made known to such Party, and (d) comply with the provisions set forth in Article VII with respect to Confidential Information of the Disclosing Party obtained by the Receiving Party. The Parties shall cooperate in the investigation of any apparent unauthorized access to any premises, computer systems and/or information of any Party. These provisions concerning access to premises, personnel, computer systems and information shall apply equally to any access and use by a Party of the other Party’s electronic mail system, electronic switched network, either directly or via a direct inward service access or calling card feature, data network or any other property, equipment or service of the other Party, and any software that may be accessible by either Party in connection with this Agreement.

3.3 Compliance with Third Party Vendor Agreements. Recipient shall comply with all applicable terms of third-party vendor agreements used by Provider in providing the Services, to the extent that Recipient has been notified of such terms.

3.4 Project Managers. Each Party will appoint a project manager, who shall be responsible for all day-to-day matters arising hereunder, and who shall be the primary contact for the other Party for any issues arising hereunder (each a “Project Manager”). The Project Managers shall meet (in person or by teleconference or video conference) at the request of either Project Manager, in order to ensure the provision of the Services in accordance with the terms hereof, as well as the orderly transition of those Services at the end of the applicable Service Term. New Worthington’s initial Project Manager shall be Colin Souza and Worthington Steel’s initial Project Manager shall be Colleen Philabaum; each Party may change its designated Project Manager upon notice to the other Party’s Project Manager. Each Party agrees that its Project Manager shall have full and complete authority on behalf of their respective Party to bind such Party in connection with this Agreement and the Services.

ARTICLE IV.

FEES AND PAYMENT

4.1 Fees and Expenses.

(a) Recipient shall pay to Provider the fees for the Services provided to it hereunder, as set forth in Schedule A or Schedule B, as applicable (the “Fees”). In addition, without duplication of any expenses included in the Fees, Recipient shall reimburse Provider for all reasonable and actual out-of-pocket fees, costs, and expenses incurred by Provider in the provision of the Services (“Expenses”); provided that any Expenses greater than $25,000 shall require Recipient’s written approval prior to incurrence to be reimbursable.

(b) Promptly following the end of each calendar month during the Term, Provider shall deliver to Recipient an invoice setting forth the Fees for the Services provided to Recipient during such month and any Expenses incurred during such month. Recipient shall pay, or cause to be paid within thirty (30) days following its receipt of such invoice, the amount of such invoice by electronic funds transfer of immediately available funds to the bank account specified by Provider. If Recipient fails to pay any undisputed amounts due hereunder by the applicable due date, Recipient shall be obligated to pay to Provider, in addition to the amount due, interest on such amount at a rate per annum equal to the Prime Rate plus one and one-half percent (1.5%) or the maximum rate permitted by Law, whichever is less, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

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4.2 Taxes. All sums payable under this Agreement are exclusive of value added, sales, goods and services, turnover or other similar Taxes (excluding, for the avoidance of doubt, Taxes imposed on or measured by net income or net worth) that may be levied in any jurisdiction with respect to any Services (“Sales Taxes”). Any Sales Taxes required to be charged and collected by Provider under applicable Law are in addition to amounts to be paid by Recipient under Section 4.1. If any Taxes are required to be deducted or withheld under applicable Law from any payments made by one Party (the “Payor”) to another Party (the “Payee”) hereunder (“Payment Withholding Taxes”), then such Payor shall (a) withhold or deduct the amount of Payment Withholding Taxes required under applicable Law and promptly pay such Payment Withholding Taxes to the applicable Tax authority, and (b) pay additional amounts to such Payee so that the net amount actually received by such Payee after such withholding or deduction of Tax (including any withholding or deduction applicable to additional amounts payable under this clause (b)) is equal to the amount that such Payee would have received had no Payment Withholding Taxes been deducted or withheld. If the Payee receives a cash refund of (or credit in lieu of such refund with respect to) Payment Withholding Taxes, then the Payee shall reimburse the Payor for an amount equal to such refund or credit (net of any Taxes thereon and any reasonable costs and expenses incurred in obtaining such refund or credit). The Payor and the Payee shall make commercially reasonable efforts to obtain any exemption relating to, or reduced rate of, deduction or withholding for or on account of Tax, including making applicable double taxation treaty clearance applications, and each Party shall cooperate with the other with respect thereto.

4.3 Limited Set-Off Rights. Recipient shall pay the full amount of Fees and Expenses due under Section 4.1 and shall not set off, counterclaim or otherwise withhold any amount owed to Provider under this Agreement, on account of any obligation owed by Provider to Recipient under this Agreement that has not been finally adjudicated, settled, or otherwise agreed upon by the Parties in writing; provided, however, that either Party shall be permitted to assert a set-off right with respect to any obligation that has been so finally adjudicated, settled or otherwise agreed upon by the Parties in writing against amounts owed by the other Party under this Agreement.

4.4 Currency. All payments to be made under this Agreement shall be made in U.S. Dollars.

ARTICLE V.

TERM; TERMINATION

5.1 Term. Each Service shall be provided during the term specified for such Service in Schedule A or Schedule B, as applicable (each, a “Service Term”), which may be extended by Recipient upon the Parties’ mutual written agreement of the applicable terms. The term of this Agreement shall commence on the Effective Date and shall expire upon the termination or expiration of all of the Services (the “Term”).

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5.2 Early Termination. Recipient may terminate this Agreement in respect of any or all of the Services provided to Recipient by Provider, by providing a minimum of forty-five (45) days (or such other period as may be set forth on Schedule A or Schedule B, as applicable, with respect to a particular Service) prior written notice to Provider; provided, however, that Recipient may not terminate a particular Service if such Service is interdependent with other Services, unless all such interdependent Services are simultaneously terminated. Recipient shall reimburse Provider for all Stranded Costs incurred by Provider as a result of early termination of a Service, which shall be invoiced and payable in the same manner as set forth in Section 4.1.

5.3 Termination for Default.

(a) Termination by Provider. Provider may terminate the Services it provides to Recipient hereunder in the event that Recipient fails to pay amounts due in accordance with Article IV, and Recipient fails to cure such payment default within thirty (30) days following receipt of written notice of the payment default from Provider.

(b) Termination by Recipient. Recipient may terminate this Agreement with respect to the Services it receives from Provider, in whole but not in part, in the event that Provider is in material breach of its obligations relating to the provision of the Services to Recipient, and Provider fails to cure such material breach within fifteen (15) days following its receipt of written notice of such material breach from Recipient.

5.4 Effect of Termination; Survival.

(a) Upon termination or expiration of any Service pursuant to this Agreement, Provider shall have no further obligation to provide the terminated Service, and Recipient shall have no obligation to pay any Fees or Expenses relating to any such Service beyond the effective date of termination (other than Stranded Costs, as and to the extent applicable); provided that Recipient shall remain obligated to the other Party for the Fees and Expenses owed and payable in respect of Services provided through the effective date of termination. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination.

(b) Upon termination or expiration of this Agreement, this Section 5.4, Article VII, Article VIII, and Article IX shall survive. The remaining provisions hereof shall survive to the extent such provisions are applicable to any amounts due for the Services provided prior to termination or expiration.

ARTICLE VI.

FORCE MAJEURE.

6.1 Force Majeure. Neither Party shall have any Liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that such Party shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other Party stating the date and

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extent of such suspension and the cause thereof, and such suspending Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause, and if Provider is the Party so prevented then Recipient shall not be obligated to pay the Fee for a Service to the extent and for so long as such Service is not made available to Recipient hereunder as a result of such Force Majeure. During the period of a Force Majeure, Recipient may terminate the suspended Services (and shall be relieved of the obligation to pay Fees following such permanent termination) if such Services are suspended due to a Force Majeure for more than fifteen (15) consecutive days.

ARTICLE VII.

CONFIDENTIALITY

7.1 Confidentiality; Data Privacy.

(a) Confidentiality. Subject to Section 7.2 and except as otherwise expressly provided in this Agreement, each Party, on behalf of itself and each of its Affiliates (collectively, the “Receiving Party”), agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to the Receiving Party’s own non-public information pursuant to policies in effect as of the Effective Date but in no event with less than a reasonable standard of care, all non-public Information concerning the other Party (or its business) or the other Party’s Affiliates (or their respective businesses) (collectively, the “Disclosing Party”) that is in the Receiving Party’s possession in connection with the performance of this Agreement (the “Confidential Information”), and shall not use any non-public Information concerning the Disclosing Party other than as necessary to perform or receive the Services hereunder, as applicable. Notwithstanding the foregoing, Confidential Information shall not include information of the Disclosing Party to the extent it is: (i) in the public domain or generally available to the public on the Effective Date, or thereafter becomes available to the public, other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement, (ii) lawfully acquired from other sources by the Receiving Party, which sources are not known to the Receiving Party to be bound by a confidentiality obligation with respect to the Disclosing Party’s Confidential Information, or (iii) independently developed or generated by the Receiving Party or its Representatives without reference to or use of the Confidential Information of the Disclosing Party. The foregoing restrictions shall not prohibit the disclosure of non-public Information as required or requested by a Governmental Authority or required pursuant to Law or the rules of any stock exchange on which shares of the Receiving Party or any member of its Group are traded (subject to Section 7.2), or as required to exercise any right or enforce any remedy under this Agreement or the Separation Agreement. For the avoidance of doubt, “Confidential Information” also shall not include “Protected Health Information” as defined under HIPAA, and any unintended acquisition, access, use, or disclosure of Protected Health Information pursuant to this Agreement or otherwise shall be addressed in accordance with HIPAA.

(b) No Release; Return or Destruction. Each Party, in its capacity as the Receiving Party, agrees not to release or disclose, or permit to be released or disclosed, any Confidential Information of the Disclosing Party addressed in Section 7.1(a) to any other Person, except the Receiving Party’s Representatives who need to know such Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Confidential Information), and except in compliance with Section 7.2. Without limiting the foregoing, when

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any Confidential Information furnished by the Disclosing Party pursuant to this Agreement is no longer needed for the purposes contemplated by this Agreement, each Party, in its capacity as the Receiving Party, shall, at its option, promptly after receiving a written notice from the Disclosing Party, either return to the Disclosing Party all such Confidential Information of the Disclosing Party in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the Disclosing Party that it has destroyed such Confidential Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that the Receiving Party shall not be required to destroy or return any such Confidential Information of the Disclosing Party to the extent that (i) the Receiving Party is required to retain the Confidential Information of the Disclosing Party in order to comply with any applicable Law, (ii) the Confidential Information of the Disclosing Party has been backed up electronically pursuant to the Receiving Party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies or (iii) it is kept in the Receiving Party’s legal files for purposes of resolving any dispute that may arise under this Agreement, in each case, so long as Confidential Information remains subject to the protections of this Article VII.

(c) Third-Party Information; Privacy and Data Protection Laws. Each Party acknowledges that it and its respective Group members which may have as of the Effective Date and, may after the Effective Date, gain access to or possession of non-public Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or a member of the other Party’s Group, on the other hand, prior to the Effective Date or (ii) that, as between the Parties, was originally collected by the other Party or a member of the other Party’s Group and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Group members and its and their respective Representatives to hold, protect and use, in strict confidence the non-public Information of Third Parties in accordance with applicable Laws and the terms of any agreements between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand; provided, however, that the other Party subject to any such agreement (including its Group members) shall advise the Party accessing or possessing the Third Party non-public or personal Information of any such confidentiality or non-disclosure agreement. Recipient will provide all notices, obtain all consents, and take all other steps necessary to comply with all applicable Law and policies for Recipient and its Group to collect and disclose to Provider and for Provider and its Group to use all information that is “personal information,” “personal data” or similar term under one or more applicable Laws (“Personal Data”) for the purposes as set out in this Agreement. The Parties acknowledge that they will each comply with their obligations under applicable Laws and regulations regarding the processing of Personal Data. The Parties acknowledge that they will each promptly notify the other if there is any accidental or unlawful destruction of, loss, alteration, disclosure of access to Personal Data processed pursuant to this Agreement. To the extent required by applicable Law, the Parties will enter into additional agreements on the processing of Personal Data, including, as applicable, standard contractual clauses and international data transfer agreements (each as may be required by the GDPR or UK GDPR, as defined below). To the extent a Provider or a member of Provider’s Group will receive or process Personal Data subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”) on behalf of Recipient or Recipient’s Group where such receipt or processing is subject to the CCPA, Provider or its applicable Group member is a “service provider” (as such term is defined under the CCPA), and Provider shall (and

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shall cause its applicable Group members to): (i) in connection with processing the Personal Data, comply with applicable obligations under the CCPA and provide the same level of privacy protection as is required by the CCPA, (ii) notify Recipient without undue delay if Provider makes a determination that it can no longer meet its obligations under the CCPA; (iii) grant Recipient the right to take reasonable and appropriate steps to help ensure that Provider uses the Personal Data in a manner consistent with Recipient’s obligations under the CCPA and stop and remediate any unauthorized use of the Personal Data, and (iv) be prohibited from (1) selling or sharing for cross-context behavioral advertising purposes Personal Data, (2) retaining, using, or disclosing the Personal Data for any purpose other than for the specific purpose of performing the Services and/or outside of the direct business relationship between Provider and Recipient, and (3) combining the Personal Data received from Recipient with any Personal Data that may be collected from Provider’s separate interactions with the individual(s) to whom the Personal Data relates or from any other sources. To the extent a Provider or a member of Provider’s Group will receive or process Personal Data subject to the General Data Protection Regulation 2016/679 (the “EU GDPR”) or the UK General Data Protection Regulation (as defined by the UK Data Protection Act 2018 (“DPA”)) (together with the DPA, the “UK GDPR”), it shall (i) process the Personal Data only on the documented instructions of the Recipient unless otherwise required by applicable Law; (ii) ensure that its personnel authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (iii) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of the processing; (iv) taking into account the nature of the processing, assist the Recipient by (A) appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Recipient’s obligation to respond to requests for exercising data subject rights laid down in the GDPR and UK GDPR; and (B) with its compliance obligations under the GDPR and UK GDPR regarding security of processing, notification of data breaches, data protection impact assessments and, if required, prior consultation with relevant competent authorities; (v) at the choice of the Recipient and upon their instruction, delete or return all the Personal Data, unless Provider or the relevant member of the Provider’s Group is required to retain such Personal Data in accordance with applicable Law; (vi) make available to the Recipient all information necessary to demonstrate compliance with the obligations laid down in this paragraph and, as applicable, the GDPR and UK GDPR and contribute to audits and inspections regarding the same; and (vii) immediately inform the Recipient if, in its opinion, an instruction of the Recipient infringes the GDPR or UK GDPR (as applicable).

7.2 Protective Arrangements. In the event that either Party or any of its Affiliates, in the capacity of a Receiving Party, is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or is required pursuant to applicable Law or the rules of any stock exchange on which the shares of the Receiving Party or any member of its Group are traded to disclose or provide any Confidential Information of the Disclosing Party that is subject to the confidentiality provisions hereof, the Receiving Party shall provide the Disclosing Party with written notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that the Disclosing Party shall have an opportunity to seek an appropriate protective order, at the Disclosing Party’s own cost and expense. In the event that the Disclosing Party fails to seek or receive such appropriate protective order in a timely manner and the Receiving Party reasonably determines that its failure to disclose or provide the Disclosing

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Party’s Confidential Information shall actually prejudice the Receiving Party, then the Receiving Party may thereafter disclose or provide the Disclosing Party’s Confidential Information to the extent required by such Law or stock exchange (as so advised by its counsel) or by lawful process or such Governmental Authority, and the Receiving Party shall promptly provide the Disclosing Party with a copy of the Disclosing Party’s Confidential Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom the Disclosing Party’s Confidential Information was disclosed, in each case to the extent legally permitted.

ARTICLE VIII.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

8.1 Disclaimer of Warranties. WITHOUT LIMITING THE SERVICE STANDARD OR ANY REPRESENTATIONS OR WARRANTIES IN THE SEPARATION AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT (A) THE SERVICES ARE PROVIDED AS-IS, AND (B) NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES AND EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE.

8.2 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR CLAIMS ARISING OUT OF A PARTY’S BREACH OF ARTICLE VII, FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR LOSS OF BUSINESS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Limitation of Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR CLAIMS ARISING OUT OF A PARTY’S BREACH OF ARTICLE VII, FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES, SUBCONTRACTORS, SUPPLIERS AND AGENTS FOR DAMAGES ARISING OUT OF THIS AGREEMENT, THE SERVICES OR THE ACTS OR OMISSIONS OF SUCH PARTY, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED (A) WHERE SUCH PARTY IS THE PROVIDER, THE TOTAL FEES PAID OR PAYABLE BY RECIPIENT TO SUCH PARTY FOR THE SERVICES PROVIDED BY SUCH PARTY HEREUNDER, AND (B) WHERE SUCH PARTY IS THE RECIPIENT, THE TOTAL FEES PAID OR PAYABLE BY RECIPIENT TO SUCH PARTY FOR THE SERVICES PROVIDED TO SUCH PARTY HEREUNDER.

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ARTICLE IX.

MISCELLANEOUS

9.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including .pdf, DocuSign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement, this Agreement shall control.

(c) Each Party represents on behalf of itself and each other member of its Group as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

9.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance and remedies.

9.3 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign or otherwise transfer its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable.

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9.4 Third-Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of a Party) except the Parties any rights or remedies hereunder; and there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third Person (including, without limitation, any shareholders of the Parties) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

9.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.5):

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

9.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

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9.7 Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

9.8 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.9 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement, or any other Ancillary Agreement, shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

9.10 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

9.11 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement, or modification is sought to be enforced.

9.12 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement, the Separation Agreement, or any other Ancillary Agreements. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

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9.13 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

9.14 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

9.15 Personnel. Provider of any Service shall be solely responsible for all salary, employment, and other benefits of and Liabilities relating to the employment of persons employed by such Provider. In performing their respective duties hereunder, all such employees and representatives of any Provider shall be under the direction, control, and supervision of such Provider, and such Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment, and compensation of such employees and representatives.

9.16 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement (but subject to Section 4.2), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

9.17 Compliance. Notwithstanding any other provision herein, the Parties intend that the terms of this Agreement and the manner in which this Agreement is carried out in practice comply with all applicable Laws, regulations, and other binding guidance, including without limitation, federal and state health care compliance Laws which may apply to the New Worthington Group’s continued operation of a medical center and pharmacy (collectively, “Medical Center”). The Parties acknowledge and agree that the compensation set forth herein for all Services represents the fair market value of the Services provided, was negotiated in an arm’s-length transaction, and has not been determined in a manner which takes into account the volume or value of referrals or other business, if any, that may otherwise be generated between the Parties relative to the Medical Center. Nothing contained in this Agreement shall be construed in any manner as an obligation or inducement to make any referrals by either Party to the Medical Center. The Parties further agree that this Agreement does not involve the counseling or promotion of a business arrangement that violates applicable Law, and that the aggregate Services contracted for do not exceed those reasonably necessary to accomplish the commercially reasonable business purpose of such Services.

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[Signature Page to Follow.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

WORTHINGTON INDUSTRIES, INC.

By:

Name:

Title:

WORTHINGTON STEEL, INC.

By:

Name:

Title:

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF [ ⚫ ]

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			2
1.1	Definition of Terms		2
ARTICLE II. ALLOCATION OF TAX LIABILITIES AND TAX-RELATED LOSSES			9
2.1	General Rule		9
2.2	General Allocation Principles		10
2.3	Allocation Conventions		11
ARTICLE III. PREPARATION AND FILING OF TAX RETURNS			12
3.1	New Worthington Separate Returns and Joint Returns		12
3.2	Worthington Steel Separate Returns		12
3.3	Tax Reporting Practices		12
3.4	Protective Section 336(e) Elections		13
3.5	Worthington Steel Carrybacks and Claims for Refund		14
3.6	Apportionment of Tax Attributes		15
ARTICLE IV. TAX PAYMENTS			15
4.1	Taxes Shown on Tax Returns		15
4.2	Adjustments Resulting in Underpayments		16
4.3	Indemnification Payments		16
ARTICLE V. TAX BENEFITS			16
5.1	Tax Refunds		16
5.2	Other Tax Benefits		17
ARTICLE VI. INTENDED TAX TREATMENT			17
6.1	Restrictions on Members of the Worthington Steel Group		17
6.2	Restrictions on Members of the New Worthington Group		19
6.3	Procedures Regarding Opinions and Post-Distribution Rulings		19
6.4	Liability for Specified Separation Taxes and Tax-Related Losses		20
ARTICLE VII. ASSISTANCE AND COOPERATION			21
7.1	Assistance and Cooperation		21
7.2	Tax Return Information		21
7.3	Reliance by Worthington		22
7.4	Reliance by Worthington Steel		22
7.5	Other Separation Taxes		22
ARTICLE VIII. TAX RECORDS			23
8.1	Retention of Tax Records		23
8.2	Access to Tax Records		23
8.3	Preservation of Privilege		23
ARTICLE IX. TAX CONTESTS			24
9.1	Notice		24
9.2	Control of Tax Contests		24

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ARTICLE X. SURVIVAL OF OBLIGATIONS		26
ARTICLE XI. TAX TREATMENT OF PAYMENTS		26
11.1	General Rule	26
11.2	Interest	26
ARTICLE XII. GROSS-UP OF INDEMNIFICATION PAYMENTS		27
ARTICLE XIII. MISCELLANEOUS		27
13.1	Counterparts; Entire Agreement; Corporate Power	27
13.2	Governing Law	27
13.3	Assignability	28
13.4	Third Party Beneficiaries	28
13.5	Notices	28
13.6	Severability	29
13.7	Force Majeure	29
13.8	Headings	29
13.9	Survival of Covenants	29
13.10	Waivers of Default	29
13.11	Dispute Resolution	29
13.12	Amendments	30
13.13	Construction	30
13.14	Performance	30
13.15	Limited Liability	30
13.16	Limitations of Liability	30

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and a wholly owned subsidiary of New Worthington (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I of this Agreement.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, New Worthington and Worthington Steel have entered into that certain Separation and Distribution Agreement dated as of [ ⚫ ], 2023 (as amended, restated, amended and restated and otherwise modified from time to time, the “Separation Agreement”) pursuant to which Worthington Steel will separate from the rest of New Worthington and be established as a separate, publicly traded company to operate the Worthington Steel Business;

WHEREAS, as part of the Separation, Worthington Cylinders GmbH, an Austrian Gesellschaft mit beschränkter Haftung (“Internal Remainco”), has undertaken a demerger (the “Demerger”) pursuant to which (i) Internal Remainco transferred 100% of the equity interests in WSMX Holdings, an Ohio limited liability company, to [ ⚫ ] GmbH, an Austrian Gesellschaft mit beschränkter Haftung established in the course of the Demerger (“Austrian Newco”), and (ii) Worthington Industries International S.a.r.l., a Luxembourg Société à Responsabilité Limitée that is for U.S. federal income tax purposes disregarded as an entity separate from Worthington Cylinder Corporation, an Ohio Corporation (“Worthington Cylinder Corporation”), receives 100% of the equity interests in Austrian Newco;

WHEREAS, as part of the Separation, New Worthington has contributed equity interests in certain entities to Worthington Steel in exchange for $[150,000,000] in cash (the “Cash Boot”) and additional shares of Worthington Steel Stock (such exchange, the “Contribution”);

WHEREAS, following the Separation, New Worthington intends to distribute 100% of the issued and outstanding Worthington Steel Stock to holders of New Worthington Stock (together with the Contribution, the “Distribution”);

WHEREAS, following the Distribution, New Worthington intends to transfer the Cash Boot to one or more of New Worthington’s creditors in satisfaction of its debt and/or distribute the Cash Boot to New Worthington’s shareholders (the “Boot Purge”);

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WHEREAS, the Parties intend that (i) the Demerger qualify as a distribution under Section 355(a) of the Internal Revenue Code of 1986, as amended (the “Code”) that will be nontaxable for U.S. federal income tax purposes to Internal Remainco and Worthington Cylinder Corporation; (ii) the Contribution, taken together with the Distribution, qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code that will be nontaxable for U.S. federal income tax purposes to Worthington Steel, New Worthington and New Worthington’s shareholders, other than with respect to cash received in lieu of fractional shares, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code and Cash Boot not transferred in the Boot Purge; and (iii) the Boot Purge be treated as a transfer of money by New Worthington to its creditors in connection with the reorganization or as a distribution of money to its shareholders in pursuance of the plan of reorganization for purposes of Section 361(b)(1)(A) and (b)(3) of the Code (the treatment described in clauses (i) through (iii), the “Intended Tax Treatment”);

WHEREAS, New Worthington and Worthington Steel desire to set forth their agreement on the rights and obligations of New Worthington and Worthington Steel and the members of the New Worthington Group and the Worthington Steel Group, respectively, with respect to (i) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (ii) Taxes resulting from the Separation, Distribution and transactions effected in connection therewith and (iii) various other Tax matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement and in the Separation Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definition of Terms. For purposes of this Agreement (including the recitals hereof), Capitalized terms shall have the meanings set forth below in this Section 1.1 or elsewhere in this Agreement.

“Active Trade or Business” means, with respect to the Worthington Steel SAG, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Worthington Steel Business as conducted immediately prior to the Distribution by the Worthington Steel SAG.

“Adjusted Grossed-Up Basis” has the meaning set forth in Section 3.4(b) of this Agreement.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“Affiliate” has the meaning set forth in the Separation Agreement.

“Aggregate Deemed Asset Disposition Price” has the meaning set forth in Section 3.4(b) of this Agreement.

“Agreement” means this Tax Matters Agreement.

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“Allocation” has the meaning set forth in Section 3.6(b) of this Agreement.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement; provided, however, that for purposes of this Agreement, this Agreement shall not constitute an Ancillary Agreement.

“Boot Purge” has the meaning set forth in the recitals to this Agreement.

“Business Day” has the meaning set forth in the Separation Agreement.

“Capital Stock” means all classes or series of capital stock of a corporation, including (i) common stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in such corporation for U.S. federal Income Tax purposes.

“Cash Boot” has the meaning set forth in the recitals to this Agreement.

“Closing of the Books Method” means the apportionment of items between portions of a Tax Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Tax Period, as if the Distribution Date were the last day of the Tax Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Tax Period following the Distribution Date, as jointly determined by New Worthington and Worthington Steel; provided, however, that with respect to Property Taxes, such apportionment shall be on the basis of elapsed days during the relevant portion of the Tax Period.

“Code” has the meaning set forth in the recitals to this Agreement.

“Controlling Party” has the meaning set forth in Section 9.2(c) of this Agreement.

“Disputes” has the meaning set forth in the Separation Agreement.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Effective Time” has the meaning set forth in the Separation Agreement.

“Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for any Tax Period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that an IRS Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121

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or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the Parties.

“Governmental Authority” has the meaning set forth in the Separation Agreement.

“Group” means (a) with respect to New Worthington, the New Worthington Group, and (b) with respect to Worthington Steel, the Worthington Steel Group, as the context requires.

“Income Tax” means all U.S. federal, state, local and foreign income, franchise or similar Taxes imposed on (or measured by) net income or net profits, and any interest, penalties, additions to Tax or additional amounts in respect of the foregoing.

“Intended Tax Treatment” has the meaning set forth in the recitals to this Agreement.

“IRS” means the U.S. Internal Revenue Service or any successor agency.

“Joint Return” means any Tax Return that includes, by election or otherwise, one or more members of the New Worthington Group together with one or more members of the Worthington Steel Group.

“Law” has the meaning set forth in the Separation Agreement.

“Loss” has the meaning set forth in Section 5.2(a) of this Agreement.

“New Worthington” has the meaning set forth in the preamble to this Agreement.

“New Worthington Business” has the meaning set forth in the Separation Agreement.

“New Worthington Disqualifying Act” means, with respect to any Specified Separation Taxes, (a) any act, or failure or omission to act, including, without limitation, the breach of any covenant contained herein or in the Tax Materials, by any member of the New Worthington Group following the Distribution that results in any Party (or any of its Affiliates) being liable for such Specified Separation Taxes pursuant to a Final Determination, (b) any event (or series of events) involving Capital Stock or any assets of any member of the New Worthington Group or (c) any failure to be true, inaccuracy in, or breach of any of the representations or statements contained in the Tax Materials to the extent descriptive of or otherwise relating to any member of the New Worthington Group or the New Worthington Business.

“New Worthington Group” has the meaning set forth in the Separation Agreement.

“New Worthington Stock” has the meaning set forth in the Separation Agreement.

“Non-Controlling Party” has the meaning set forth in Section 9.2(c) of this Agreement.

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“New Worthington Separate Return” means any Tax Return of or including any member of the New Worthington Group (including any consolidated, combined or unitary return) that does not include any member of the Worthington Steel Group.

“Notified Action” shall have the meaning set forth in Section 6.3(a) of this Agreement.

“Other Separation Taxes” means any Taxes imposed on the New Worthington Group or the Worthington Steel Group in connection with the transactions comprising the Separation and Distribution, other than Specified Separation Taxes.

“Parties” and “Party” have the meaning set forth in the preamble to this Agreement.

“Past Practices” has the meaning set forth in Section 3.3(a) of this Agreement.

“Payment Date” means, with respect to a Tax Return, (A) the due date for any required installment of estimated Taxes, (B) the due date (determined without regard to extensions) for filing such Tax Return, or (C) the date such Tax Return is filed, as the case may be.

“Payor” has the meaning set forth in Section 4.3(a) of this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal Income Tax purposes.

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“Post-Distribution Ruling” has the meaning set forth in Section 6.1(b) of this Agreement.

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on and including the Distribution Date.

“Prime Rate” shall have the meaning set forth in the Separation Agreement.

“Prior Group” means any group that filed or was required to file (or will file or be required to file) a Tax Return, for a Tax Period or portion thereof ending at the close of the Distribution Date, on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the Worthington Steel Group.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

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“Property Taxes” means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations § 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Worthington Steel management or shareholders, is a hostile acquisition, or otherwise, as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, any shares of Capital Stock in Worthington Steel. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Worthington Steel of a shareholder rights plan, (ii) issuances by Worthington Steel that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations § 1.355-7(d), including such issuances net of exercise price and/or tax withholding (provided, however, that any sale of such stock in connection with a net exercise or tax withholding is not exempt under this clause (ii) unless it satisfies the requirements of Safe Harbor VII of Treasury Regulations § 1.355-7(d)), or (iii) acquisitions that satisfy Safe Harbor VII of Treasury Regulations § 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. For purposes of this definition, each reference to Worthington Steel shall include a reference to any entity treated as a successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“Protective Section 336(e) Election” has the meaning set forth in Section 3.4(a) of this Agreement.

“Representation Letter” means any officer’s certificate, representation letter and other materials delivered or deliverable by New Worthington, and any of its Affiliates, in connection with the rendering by Tax Advisors of the Tax Advice.

“Required Party” has the meaning set forth in Section 4.3(a) of this Agreement.

“Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“Retention Date” has the meaning set forth in Section 8.1 of this Agreement.

“Section 336(e) Allocation Statement” has the meaning set forth in Section 3.4(b) of this Agreement.

“Section 336(e) Tax Benefit Percentage” means, with respect to any Specified Separation Taxes and Tax-Related Losses related to the Distribution, the percentage equal to one hundred percent (100%) minus the percentage of such Specified Separation Taxes and Tax-Related Losses related to the Distribution for which New Worthington is entitled to indemnification under this Agreement.

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“Separation” means, collectively, all of the transactions undertaken to separate the Worthington Steel Business from the New Worthington Business in connection with and prior to the Distribution.

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“Specified Separation Taxes” means any and all cash Taxes incurred by the New Worthington Group or the Worthington Steel Group as a result of the failure of the Intended Tax Treatment; provided, for the avoidance of doubt, that Specified Separation Taxes shall not include the use of or diminution in value of any Tax Attribute.

“Straddle Period” means any Tax Period that begins before and ends after the Distribution Date.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, environmental, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, universal service fund, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any Governmental Authority or political subdivision thereof, and any interest, penalty, additions to tax or additional amounts in respect of the foregoing.

“Tax Advice” means any opinions or memoranda of Tax Advisors deliverable to New Worthington in connection with the Demerger, Contribution, Distribution or Boot Purge.

“Tax Advisor” means a Tax counsel or accountant, in each case of recognized national standing.

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

“Tax Contest” means an audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

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“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

“Tax Materials” means the Tax Advice, the Representation Letter and any other materials delivered or deliverable or information provided by New Worthington or Worthington Steel, or their respective Tax Advisors or Affiliates, in connection with the Tax Advice.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“Tax-Related Losses” means, with respect to any Specified Separation Taxes, (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Specified Separation Taxes, as well as any other out-of-pocket costs incurred in connection with such Specified Separation Taxes; and (ii) all costs, expenses and damages associated with shareholder litigation or controversies and any amount paid by New Worthington (or any New Worthington Affiliate) or Worthington Steel (or any Worthington Steel Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority.

“Tax Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Third Party” means any Person other than the Parties or any of their respective Subsidiaries.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is reasonably acceptable to New Worthington, on which New Worthington may rely to the effect that a transaction will not adversely affect the Intended Tax Treatment. Any such opinion must assume that the Demerger, Contribution, Distribution and Boot Purge would have qualified for the Intended Tax Treatment if the transaction in question did not occur.

“Worthington Steel” has the meaning provided in the preamble to this Agreement.

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“Worthington Steel Business” has the meaning set forth in the Separation Agreement.

“Worthington Steel Carryback” means any net operating loss, net capital loss, excess Tax credit, or other similar Tax item of any member of the Worthington Steel Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“Worthington Steel Disqualifying Act” means, with respect to any Specified Separation Taxes, (a) any act, or failure or omission to act, including, without limitation, the breach of any covenant contained herein or in the Tax Materials, by any member of the Worthington Steel Group that results in any Party (or any of its Affiliates) being liable for such Specified Separation Taxes pursuant to a Final Determination, regardless of whether such act or failure to act is covered by a Post-Distribution Ruling or Unqualified Tax Opinion, (b) any event (or series of events) involving Capital Stock or any assets of any member of the Worthington Steel Group or (c) any failure to be true, inaccuracy in, or breach of any of the representations or statements contained in the Tax Materials to the extent descriptive of or otherwise relating to any member of the Worthington Steel Group or the Worthington Steel Business.

“Worthington Steel Equity Awards” means options, share appreciation rights, restricted shares, share units or other compensatory rights with respect to Worthington Steel Stock.

“Worthington Steel Group” has the meaning set forth in the Separation Agreement.

“Worthington Steel SAG” means the separate affiliated group of Worthington Steel, within the meaning of Section 355(b)(3)(B) of the Code.

“Worthington Steel Separate Domestic Income Return” means any Worthington Steel Separate Return reporting Income Taxes that is filed, or required to be filed, with any Tax Authority of the United States or any state or political subdivision thereof.

“Worthington Steel Separate Return” means any Tax Return of or including any member of the Worthington Steel Group (including any consolidated, combined or unitary return) that does not include any member of the New Worthington Group.

“Worthington Steel Stock” has the meaning set forth in the Separation Agreement.

ARTICLE II.

ALLOCATION OF TAX LIABILITIES AND TAX-RELATED LOSSES

2.1 General Rule.

(a) New Worthington Liability. Except with respect to Taxes and Tax-Related Losses described in Section 2.1(b) of this Agreement, New Worthington shall be liable for, and shall indemnify and hold harmless the Worthington Steel Group from and against any liability for:

(i) Taxes that are allocated to New Worthington under this Article II;

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(ii) any Taxes resulting from a breach of any of New Worthington’s covenants in this Agreement, the Separation Agreement or any Ancillary Agreement;

(iii) Specified Separation Taxes and Tax-Related Losses that are allocated to New Worthington under Section 6.4(a) of this Agreement;

(iv) Fifty percent (50%) of Other Separation Taxes; and

(v) Taxes (other than those that are allocated to Worthington Steel under Section 2.1(b)) imposed on Worthington Steel or any member of the Worthington Steel Group pursuant to the provisions of Treasury Regulations § 1.1502-6 (or similar provisions of state, local, or foreign Tax Law) as a result of any such member being or having been a member of a Prior Group.

(b) Worthington Steel Liability. Worthington Steel shall be liable for, and shall indemnify and hold harmless the New Worthington Group from and against any liability for:

(i) Taxes which are allocated to Worthington Steel under this Article II;

(ii) any Taxes resulting from a breach of any of Worthington Steel’s covenants in this Agreement, the Separation Agreement or any Ancillary Agreement;

(iii) any Specified Separation Taxes and Tax-Related Losses that are allocated to Worthington Steel under Section 6.4(a) of this Agreement; and

(iv) Fifty percent (50%) of Other Separation Taxes.

2.2 General Allocation Principles. Except as otherwise provided in this Article II or in Section 6.4(a) of this Agreement, all Taxes shall be allocated as follows:

(a) Allocation of Taxes for Joint Returns. Except as otherwise provided in Section 2.2(c), New Worthington shall be responsible for all Taxes reported, or required to be reported, on any Joint Return that any member of the New Worthington Group files or is required to file under the Code or other applicable Tax Law; provided, however, that to the extent any such Joint Return includes any Tax Item attributable to any member of the Worthington Steel Group or to the Worthington Steel Business for any Post-Distribution Period, Worthington Steel shall be responsible for all Taxes attributable to such Tax Items, computed in a manner reasonably determined by New Worthington.

(b) Allocation of Taxes for Separate Returns.

(i) Except as otherwise provided in Section 2.2(c), New Worthington shall be responsible for all Taxes reported, or required to be reported, on (A) a New Worthington Separate Return or (B) a Worthington Steel Separate Domestic Income Return that relates solely to any Tax Period ending on or before the Distribution Date.

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(ii) Except as otherwise provided in Section 2.2(b)(i) or Section 2.2(c), Worthington Steel shall be responsible for all Taxes reported, or required to be reported, on a Worthington Steel Separate Return.

(c) Allocation of Taxes Arising from Adjustments or Redeterminations.

(i) New Worthington shall be responsible for any increases in Taxes as a result of any adjustment or redetermination or otherwise as result of a Tax Contest to the extent such increase is attributable to any member of the New Worthington Group or the New Worthington Business, as reasonably determined by New Worthington.

(ii) Worthington Steel shall be responsible for any increases in Taxes as a result of any adjustment or redetermination or otherwise as result of a Tax Contest to the extent such increase is attributable to any member of the Worthington Steel Group or the Worthington Steel Business, as reasonably determined by New Worthington.

(d) Taxes Not Reported on Tax Returns.

(i) New Worthington shall be responsible for any Tax attributable to any member of the New Worthington Group or to the New Worthington Business (as reasonably determined by New Worthington) that is not required to be reported on a Tax Return.

(ii) Worthington Steel shall be responsible for any Tax attributable to any member of the Worthington Steel Group or the Worthington Steel Business (as reasonably determined by New Worthington) that is not required to be reported on a Tax Return.

2.3 Allocation Conventions.

(a) All Taxes required to be allocated to a Pre-Distribution Period or Post-Distribution Period pursuant to Section 2.2 of this Agreement shall be allocated in accordance with the Closing of the Books Method as reasonably computed by New Worthington.

(b) Any Tax Item of Worthington Steel or any member of the Worthington Steel Group arising from a transaction engaged in outside of the ordinary course of business on the Distribution Date after the Effective Time shall be properly allocable to Worthington Steel and any such transaction by or with respect to Worthington Steel or any member of the Worthington Steel Group occurring after the Effective Time shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) or any similar provisions of state, local or foreign Law.

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ARTICLE III.

PREPARATION AND FILING OF TAX RETURNS

3.1 New Worthington Separate Returns and Joint Returns.

(a) New Worthington shall prepare and file, or cause to be prepared and filed, all New Worthington Separate Returns and Joint Returns, and each member of the Worthington Steel Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as New Worthington may determine, after consulting with Worthington Steel in good faith, are required or appropriate, or otherwise requested by New Worthington in connection with the filing of such Joint Return. Worthington Steel will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that New Worthington determines are required to be filed or that New Worthington elects to file, in each case pursuant to this Section 3.1.

(b) The Parties and their respective Affiliates shall elect to close the Tax Period of each Worthington Steel Group member on the Distribution Date, to the extent permitted by applicable Tax Law.

3.2 Worthington Steel Separate Returns.

(a) Tax Returns to be Prepared by New Worthington. New Worthington shall prepare (or cause to be prepared) and, to the extent permitted by applicable Tax Law, file (or cause to be filed) all Worthington Steel Separate Domestic Income Returns that relate solely to any Tax Period ending on or before the Distribution Date; provided, however, that with respect to any such Tax Return that is prepared by New Worthington but required to be filed by a member of the Worthington Steel Group under applicable Tax Law, New Worthington shall provide such Tax Returns to Worthington Steel at least five (5) Business Days prior to the due date for filing such Tax Returns (taking into account any applicable extension periods) with the amount of any Taxes shown as due thereon, and Worthington Steel shall execute and file (or cause to be executed and filed) such Tax Returns.

(b) Tax Returns to be Prepared by Worthington Steel. Worthington Steel shall prepare and file (or cause to be prepared and filed) all Worthington Steel Separate Returns that are not described in Section 3.2(a). With respect to any Worthington Steel Separate Return that relates to a Pre-Distribution Period (including a Straddle Period), Worthington Steel shall submit a draft of such Tax Return to New Worthington at least fifteen (15) days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), New Worthington shall have the right to review such Tax Return and to submit to Worthington Steel any reasonable changes to such Tax Return no later than five (5) days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions), and Worthington Steel shall accept any such reasonable changes; provided, however, that nothing herein shall prevent Worthington Steel from timely filing (or causing to be timely filed) such Tax Return. The Parties agree to consult and to attempt to resolve in good faith any issues arising as a result of the review of any such Tax Return.

3.3 Tax Reporting Practices.

(a) General Rule. Except as provided in Section 3.3(b) of this Agreement, New Worthington shall prepare any Joint Return with respect to a Straddle Period in accordance with past practices, permissible accounting methods, elections or conventions (“Past Practices”) used by the members of the New Worthington Group and the members of the Worthington Steel Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, then New Worthington shall prepare such Tax Return in accordance with reasonable Tax accounting practices selected by New Worthington.

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With respect to any Tax Return that Worthington Steel has the obligation or right to prepare, or cause to be prepared, under this Article III, to the extent such Tax Return could affect New Worthington, such Tax Return shall be prepared in accordance with Past Practices used by the members of the New Worthington Group and the members of the Worthington Steel Group prior to the Distribution Date with respect to such Tax Return; provided, however, that to the extent any items, methods or positions are not covered by Past Practices, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by Worthington Steel with the approval of New Worthington, such approval not to be unreasonably withheld, conditioned or delayed.

(b) Interests in Partnerships. To the extent that any interest in an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes is transferred or deemed transferred in connection with the Separation or Distribution, the Parties shall, and shall cause their respective Groups to, use commercially reasonably efforts to cause such partnership to use the interim closing method with respect to such transfer.

(c) Consistency with Intended Tax Treatment. The Parties shall prepare all Tax Returns consistent with the Intended Tax Treatment unless, and then only to the extent, an alternative position is required pursuant to a Final Determination.

3.4 Protective Section 336(e) Elections.

(a) General. The Parties hereby agree that, if New Worthington shall determine in its sole discretion, prior to the applicable due dates of such elections, that the Parties should make protective elections under Section 336(e) of the Code (and any similar provision of applicable state or local Tax Law) with respect to the Distribution for Worthington Steel and each member of the Worthington Steel Group that is a domestic corporation for U.S. federal Income Tax purposes (the “Protective Section 336(e) Elections”), then the Parties shall enter into a written, binding agreement to make the Protective Section 336(e) Elections, and the Parties shall timely make the Protective Section 336(e) Elections in accordance with Treasury Regulations § 1.336-2(h). For the avoidance of doubt, such agreement is intended to constitute a written, binding agreement to make the Protective Section 336(e) Elections within the meaning of Treasury Regulations § 1.336-2(h)(1)(i).

(b) Cooperation and Reporting. New Worthington and Worthington Steel shall cooperate in making the Protective Section 336(e) Elections, if any, including filing any statements, amending any Tax Returns or undertaking such other actions reasonably necessary to carry out the Protective Section 336(e) Elections. New Worthington shall determine the “Aggregate Deemed Asset Disposition Price” and the “Adjusted Grossed-Up Basis” (each as defined under applicable Treasury Regulations) and the allocation of such Aggregate Deemed Asset Disposition Price and Adjusted Grossed-Up Basis among the disposition date assets of the applicable member or members of the New Worthington Group or Worthington Steel Group, each in accordance with the applicable provisions of Section 336(e) of the Code and applicable Treasury Regulations (the “Section 336(e) Allocation Statement”). Each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with the Protective Section 336(e) Elections, including the Section 336(e) Allocation Statement, on any Tax Return, in connection with any Tax Contest or for any other Tax purposes (in each case, excluding any position taken for financial accounting purposes), except as may be required by a Final Determination.

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(c) Tax Benefit Payments by Worthington Steel. In the event that the Distribution fails to qualify for the Intended Tax Treatment and New Worthington is not entitled to indemnification for one hundred percent (100%) of any Specified Separation Taxes and Tax-Related Losses relating to the Distribution arising from such failure, New Worthington shall be entitled to quarterly payments from Worthington Steel equal to the Section 336(e) Tax Benefit Percentage of the actual Tax savings if, as and when realized by the Worthington Steel Group arising from the step up in Tax basis (including, for the avoidance of doubt, any such step up attributable to payments made pursuant to this Section 3.4(c)) resulting from the Protective Section 336(e) Election, determined on a “with and without” basis (treating any deductions or amortization attributable to the step up in Tax basis resulting from the Protective 336(e) Election, or any other recovery of such step up, as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards); provided, however, that such payments: (i) shall be reduced by all reasonable costs incurred by any member of the Worthington Steel Group to amend any Tax Returns or other governmental filings related to such Protective Section 336(e) Election and (ii) shall not exceed the amount of any Specified Separation Taxes and Tax-Related Losses relating to the Distribution incurred by the New Worthington Group (not taking into account this Section 3.4(c)) as a result of such failure for which New Worthington is not entitled to indemnification under this Agreement.

3.5 Worthington Steel Carrybacks and Claims for Refund.

(a) Worthington Steel hereby agrees that, unless New Worthington consents in writing (which consent may not be unreasonably withheld, conditioned, or delayed) or as required by Law, (i) no member of the Worthington Steel Group (nor its successors) shall file any Adjustment Request with respect to any Tax Return that could affect any Joint Return or any other Tax Return reflecting Taxes that are allocated to New Worthington under Article II and (ii) any available elections to waive the right to claim any Worthington Steel Carryback in any Joint Return or any other Tax Return reflecting Taxes that are allocated to New Worthington under Article II shall be made, and no affirmative election shall be made to claim any such Worthington Steel Carryback. In the event that Worthington Steel (or the appropriate member of the Worthington Steel Group) is prohibited by applicable Law from waiving or otherwise foregoing a Worthington Steel Carryback or New Worthington consents to a Worthington Steel Carryback (which consent may not be unreasonably withheld, conditioned, or delayed), New Worthington shall cooperate with Worthington Steel, at Worthington Steel’s expense, in seeking from the appropriate Tax Authority such Tax Benefit as reasonably would result from such Worthington Steel Carryback, to the extent that such Tax Benefit is directly attributable to such Worthington Steel Carryback, and shall pay over to Worthington Steel the amount of such Tax Benefit within ten (10) days after such Tax Benefit is recognized by the New Worthington Group; provided, however, that Worthington Steel shall indemnify and hold the members of the New Worthington Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Worthington Steel Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the New Worthington Group if (i) such Tax Attributes expire unused, but would have been utilized but for such Worthington Steel Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been used but for such Worthington Steel Carryback.

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(b) New Worthington hereby agrees that, unless Worthington Steel consents in writing (which consent may not be unreasonably withheld, conditioned, or delayed) or as required by Law, no member of the New Worthington Group shall file any Adjustment Request with respect to any Worthington Steel Separate Return.

3.6 Apportionment of Tax Attributes.

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the New Worthington Group and the members of the Worthington Steel Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

(b) On or before the first anniversary of the Distribution Date, New Worthington shall deliver to Worthington Steel its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the Worthington Steel Group under applicable Tax Law and this Agreement (the “Allocation”). All members of the New Worthington Group and Worthington Steel Group shall prepare all Tax Returns in accordance with the Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, New Worthington shall promptly notify Worthington Steel in writing of such adjustment. For the avoidance of doubt, New Worthington shall not be liable to any member of the Worthington Steel Group for any failure of any determination under this Section 3.6(b) to be accurate under applicable Tax Law; provided such determination was made in good faith.

(c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.6(a) of this Agreement, as agreed by the Parties.

ARTICLE IV.

TAX PAYMENTS

4.1 Taxes Shown on Tax Returns. New Worthington shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the New Worthington Group is responsible for preparing under Article III of this Agreement, and Worthington Steel shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the Worthington Steel Group is responsible for preparing under Article III of this Agreement. At least seven (7) Business Days prior to any Payment Date for any such Tax Return, Worthington Steel shall pay to New Worthington the amount Worthington Steel is responsible for under the provisions of Article II with respect to such Tax Return as reasonably calculated by New Worthington pursuant to this Agreement.

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4.2 Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any Tax, the Party to which such Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment.

4.3 Indemnification Payments.

(a) Except as provided in the last sentence of Section 4.1 of this Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Except as otherwise provided in the following sentence, the Required Party shall also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor. If and to the extent any Specified Separation Taxes are determined regarding the failure of the Intended Tax Treatment, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.1 of this Agreement shall pay such Tax-Related Losses to New Worthington (if such responsible Party is Worthington Steel) or Worthington Steel (if such responsible Party is New Worthington) within five (5) days after written demand therefor. Notwithstanding the foregoing, if New Worthington or Worthington Steel disputes in good faith the fact or the amount of its obligation hereunder, then no payment of the amount in dispute shall be required until any such good faith dispute is resolved; provided, however, that any amount not paid by the due date otherwise provided in this Article IV shall bear interest from such due date computed at the Prime Rate plus one and one-half percent (1.5%) or the maximum rate permitted by Law, whichever is less.

(b) All indemnification payments under this Agreement shall be made by New Worthington directly to Worthington Steel and by Worthington Steel directly to New Worthington; provided, however, that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the New Worthington Group, on the one hand, may make such indemnification payment to any member of the Worthington Steel Group, on the other hand, and vice versa.

ARTICLE V.

TAX BENEFITS

5.1 Tax Refunds. New Worthington shall be entitled (subject to the limitations provided in Section 3.5 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which New Worthington is liable hereunder (determined without regard to Section 2.2(c)), and Worthington Steel shall be entitled (subject to the limitations provided in Section 3.5 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Worthington Steel is liable hereunder (determined without regard to Section 2.2(c)).

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5.2 Other Tax Benefits.

(a) If a member of the Worthington Steel Group or New Worthington Group actually realizes any Tax Benefit, as a result of any liability, obligation, loss or payment (each, a “Loss”) for which a member of one Party’s Group is required to indemnify any member of the other Party’s Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement or any Ancillary Agreement), and such Tax Benefit would not have arisen but for such adjustment or Loss (determined on a “with and without” basis), the Party whose Group actually recognizes such Tax Benefit in the Tax Period of the applicable Loss shall make a payment to the other Party in an amount equal to the amount of such actually recognized Tax Benefit in cash promptly following determination of the amount of such Tax Benefit pursuant to Section 5.2(b), but in any event within forty (40) Business Days of actually recognizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 5.2(a) is subsequently disallowed by the applicable Tax Authority, the Party that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Party.

(b) No later than ten (10) Business Days after a Tax Benefit described in Section 5.2(a) is actually recognized by a member of the New Worthington Group or a member of the Worthington Steel Group in the Tax Period of the applicable Loss, New Worthington or Worthington Steel, as the case may be, shall provide the other Party with a written calculation of the amount payable to such other Party pursuant to Section 5.2(a). In the event that New Worthington or Worthington Steel, as the case may be, disagrees with any such calculation described in this Section 5.2(b), such Party shall so notify the other Party in writing within twenty (20) Business Days of receiving such written calculation. The Parties shall endeavor in good faith to resolve such disagreement.

ARTICLE VI.

INTENDED TAX TREATMENT

6.1 Restrictions on Members of the Worthington Steel Group.

(a) Worthington Steel will not, and will not permit any other member of the Worthington Steel Group to, take or fail to take, as applicable, (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials, (ii) any action where such action or failure to act could reasonably be expected to adversely affect the Intended Tax Treatment or (iii) any position on a Tax Return which could reasonably be expected to adversely affect any member of the New Worthington Group.

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(b) Worthington Steel and each other member of the Worthington Steel Group agrees that, from the Distribution Date until the first Business Day after the two-year anniversary of the Distribution Date:

(i) Worthington Steel will continue and cause to be continued the Active Trade or Business of the Worthington Steel SAG;

(ii) Worthington Steel will not enter into any Proposed Acquisition Transaction or, to the extent Worthington Steel or any other member of the Worthington Steel Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (A) redeeming rights under a shareholder rights plan, (B) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of Worthington Steel, (D) amending its certificate of incorporation to declassify its board of directors or approving any such amendment, or (E) otherwise);

(iii) Worthington Steel will not, nor will it agree to, merge, consolidate or amalgamate with any other Person, unless, in the case of a merger, consolidation, Worthington Steel is the survivor of the merger or consolidation;

(iv) Worthington Steel will not in a single transaction or series of transactions sell, transfer or otherwise dispose of (including any transaction treated for U.S. federal Income Tax purposes as a sale, transfer or disposition), or permit any other member of the Worthington Steel Group to sell, transfer or otherwise dispose of, 30% or more of the gross assets of the Active Trade or Business (such percentage to be measured based on fair market value as of the Distribution Date), in each case other than (A) sales, transfers or other dispositions of assets in the ordinary course of business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal Income Tax purposes, (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of Worthington Steel or any member of the Worthington Steel Group, or (E) any sales, transfers or other dispositions of assets within the Worthington Steel SAG;

(v) Worthington Steel will not redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, of Worthington Steel, except (A) to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (B) to the extent reasonably necessary to pay the total tax liability arising from the vesting of a Worthington Steel Equity Award, or (C) through a net exercise of a Worthington Steel Equity Award;

(vi) Worthington Steel will not amend, or permit any other member of the Worthington Steel Group to amend, its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of Capital Stock of Worthington Steel (including, without limitation, through the conversation of one class of Capital Stock of Worthington Steel into another class of Capital Stock of Worthington Steel); and

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(vii) Worthington Steel will not take, or permit any other member of the Worthington Steel Group to take, any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Materials) which in the aggregate (and taking into account any other transactions described in this subparagraph (b)) would reasonably be expected to result in a failure to preserve the Intended Tax Treatment;

unless prior to taking any such action set forth in the foregoing clauses (i) through (vii), (A) Worthington Steel shall have obtained a ruling from the IRS to the effect that a transaction will not affect the Intended Tax Treatment (a “Post-Distribution Ruling”), and New Worthington shall have received such a Post-Distribution Ruling in form and substance satisfactory to New Worthington in its reasonable discretion, which discretion shall be exercised in good faith solely to preserve the Intended Tax Treatment, (B) Worthington Steel shall have provided New Worthington with an Unqualified Tax Opinion in form and substance satisfactory to New Worthington in its reasonable discretion (and in determining whether an opinion is satisfactory, New Worthington may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion) or (C) New Worthington shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

6.2 Restrictions on Members of the New Worthington Group. New Worthington will not, and will not permit any other member of the New Worthington Group to, take or fail to take, as applicable, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials. New Worthington agrees that it will not take or fail to take, or permit any member of the New Worthington Group, as the case may be, to take or fail to take, any action where such action or failure to act could reasonably be expected to adversely affect the Intended Tax Treatment.

6.3 Procedures Regarding Opinions and Post-Distribution Rulings.

(a) If Worthington Steel notifies New Worthington that it desires to take one of the actions described in Section 6.1(b) of this Agreement (a “Notified Action”), New Worthington shall cooperate with Worthington Steel and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or Unqualified Tax Opinion for the purpose of permitting Worthington Steel to take the Notified Action unless New Worthington shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. If such a Post-Distribution Ruling is to be sought, New Worthington shall apply for such Post-Distribution Ruling and New Worthington and Worthington Steel shall jointly control the process of obtaining such Post-Distribution Ruling. In no event shall New Worthington be required to file any request for a Post-Distribution Ruling under this Section 6.3(a) unless Worthington Steel represents that (i) it has read such request, and (ii) all information and representations, if any, relating to any member of the Worthington Steel Group, contained in such request documents are (subject to any qualifications therein) true, correct and complete. Worthington Steel shall reimburse New Worthington for all reasonable costs and expenses incurred by the New Worthington Group in connection with such cooperation within thirty (30) Business Days after receiving an invoice from New Worthington therefor.

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(b) New Worthington shall have the right to obtain a Post-Distribution Ruling or tax opinion at any time in its sole and absolute discretion. If New Worthington determines to obtain a Post-Distribution Ruling or tax opinion, Worthington Steel shall (and shall cause its Affiliates to) cooperate with New Worthington and take any and all actions reasonably requested by New Worthington in connection with obtaining the Post-Distribution Ruling or tax opinion (including, without limitation, by making any reasonable representation or covenant or providing any materials or information requested by the IRS or any Tax Advisor). New Worthington shall reimburse Worthington Steel for all reasonable costs and expenses incurred by the Worthington Steel Group in connection with such cooperation within thirty (30) Business Days after receiving an invoice from Worthington Steel therefor.

(c) Following the Effective Time, Worthington Steel shall not, nor shall Worthington Steel permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation (including the impact of any transaction on the Intended Tax Treatment) without obtaining New Worthington’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

6.4 Liability for Specified Separation Taxes and Tax-Related Losses.

(a) In the event that Specified Separation Taxes become due and payable to a Tax Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement:

(i) if such Specified Separation Taxes are attributable to a Worthington Steel Disqualifying Act, then Worthington Steel shall be responsible for such Specified Separation Taxes and corresponding Tax-Related Losses;

(ii) if such Specified Separation Taxes are attributable to a New Worthington Disqualifying Act, then New Worthington shall be responsible for such Specified Separation Taxes and corresponding Tax-Related Losses; and

(iii) if such Specified Separation Taxes are attributable to both a Worthington Steel Disqualifying Act and a New Worthington Disqualifying Act, or are not attributable to either a Worthington Steel Disqualifying Act or a New Worthington Disqualifying Act, then responsibility for such Specified Separation Taxes and corresponding Tax-Related Losses shall be shared fifty percent (50%) by Worthington Steel and fifty percent (50%) by New Worthington.

(b) Worthington Steel shall pay New Worthington the amount of any Specified Separation Taxes for which Worthington Steel is responsible under this Section 6.4 as a result of a Final Determination no later than ten (10) Business Days after the date such Specified Separation Taxes are determined as a result of a Final Determination to be due.

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ARTICLE VII.

ASSISTANCE AND COOPERATION

7.1 Assistance and Cooperation.

(a) The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to any other Party and its Affiliates reasonably available to such other Party as provided in Article VIII of this Agreement. Each of the Parties shall also make available to any other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Worthington Steel and each other member of the Worthington Steel Group shall cooperate with New Worthington and take any and all actions reasonably requested by New Worthington in connection with the Tax Advice (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that neither Worthington Steel nor any other member of the Worthington Steel Group shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

(b) Any information or documents provided under this Agreement shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In addition, in the event that New Worthington determines that the provision of any information or documents to Worthington Steel or any Worthington Steel Affiliate, or Worthington Steel determines that the provision of any information or documents to New Worthington or any New Worthington Affiliate, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use commercially reasonable efforts to permit each other’s compliance with its obligations under this Article VII in a manner that avoids any such harm or consequence.

7.2 Tax Return Information. Each of New Worthington and Worthington Steel, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to Section 7.1 of this Agreement or this Section 7.2. Each of New Worthington and Worthington Steel, and each member of their respective Groups, acknowledges that failure to conform to the reasonable deadlines set by the Party making such request could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

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7.3 Reliance by New Worthington. If any member of the Worthington Steel Group supplies information to a member of the New Worthington Group in connection with a Tax liability and an officer of a member of the New Worthington Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the New Worthington Group identifying the information being so relied upon, the chief financial officer of Worthington Steel (or any officer of Worthington Steel as designated by the chief financial officer of Worthington Steel) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Worthington Steel agrees to indemnify and hold harmless each member of the New Worthington Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the Worthington Steel Group having supplied, pursuant to this Article VII, a member of the New Worthington Group with inaccurate or incomplete information in connection with a Tax liability.

7.4 Reliance by Worthington Steel. If any member of the New Worthington Group supplies information to a member of the Worthington Steel Group in connection with a Tax liability and an officer of a member of the Worthington Steel Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Worthington Steel Group identifying the information being so relied upon, the chief financial officer of New Worthington (or any officer of New Worthington as designated by the chief financial officer of New Worthington) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. New Worthington agrees to indemnify and hold harmless each member of the Worthington Steel Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the New Worthington Group having supplied, pursuant to this Article VII, a member of the Worthington Steel Group with inaccurate or incomplete information in connection with a Tax liability.

7.5 Other Separation Taxes. Worthington Steel shall (and shall cause its Affiliates to) reasonably cooperate with New Worthington to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by New Worthington to minimize any Other Separation Taxes.

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ARTICLE VIII.

TAX RECORDS

8.1 Retention of Tax Records. Each of New Worthington and Worthington Steel shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and New Worthington shall preserve and keep all other Tax Records relating to Taxes of the New Worthington and Worthington Steel Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of New Worthington and Worthington Steel may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) New Worthington or Worthington Steel reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

8.2 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession pertaining to (i) in the case of any Tax Return of the New Worthington Group, the portion of such return that relates to Taxes for which the Worthington Steel Group may be liable pursuant to this Agreement or (ii) in the case of any Tax Return of the Worthington Steel Group, the portion of such return that relates to Taxes for which the New Worthington Group may be liable pursuant to this Agreement, and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

8.3 Preservation of Privilege. The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

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ARTICLE IX.

TAX CONTESTS

9.1 Notice. Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder, (ii) relating to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group, or (iii) otherwise relating to the Intended Tax Treatment, the Distribution or the Separation (including the resolution of any Tax Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (x) to the extent the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (y) to the extent the indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

9.2 Control of Tax Contests.

(a) New Worthington Control. Notwithstanding anything in this Agreement to the contrary, New Worthington shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) a New Worthington Separate Return, (iii) the Intended Tax Treatment, (iv) Specified Separation Taxes and (v) Other Separation Taxes. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, New Worthington shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest.

(b) Worthington Steel Control. Except as otherwise provided in this Section 9.2, Worthington Steel shall have the right to control any Tax Contest with respect to any Worthington Steel Separate Return. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, Worthington Steel shall have (i) reasonable discretion, after consultation with New Worthington, with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest relating to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group, and (ii) absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any other such Tax Contest.

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(c) Settlement Rights. The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided, that to the extent any such Tax Contest (i) could give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, or (ii) is with respect to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed and, in the case of a Tax Contest relating to Specified Separation Taxes, must take into account the reasonable likelihood of success of such Tax Contest on its merits without regard to the ability of Worthington Steel to pay). Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (I) the Controlling Party shall keep the Non-Controlling Party reasonably informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (II) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (IV) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (V) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Article IX, “Controlling Party” means the Party entitled to control the Tax Contest under such Section and “Non-Controlling Party” means (x) New Worthington if Worthington Steel is the Controlling Party and (y) Worthington Steel if New Worthington is the Controlling Party.

(d) Tax Contest Participation. Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest (i) pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement or (ii) that is with respect to a Worthington Steel Separate Return that could reasonably be expected to materially adversely affect any member of the New Worthington Group. The failure of the Controlling Party to provide any notice specified in this Section 9.2(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

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(e) Joint Returns. Notwithstanding anything in this Article IX to the contrary, in the case of a Tax Contest related to a Joint Return, the rights of Worthington Steel and its Affiliates under Section 9.2(c) and Section 9.2(d) of this Agreement shall be limited in scope to the portion of such Tax Contest relating to Taxes for which Worthington Steel may reasonably be expected to become liable to make any indemnification payment to New Worthington under this Agreement.

(f) Power of Attorney. Each member of the Worthington Steel Group shall execute and deliver to New Worthington (or such member of the New Worthington Group as New Worthington shall designate) any power of attorney or other similar document reasonably requested by New Worthington (or such designee) in connection with any Tax Contest (as to which New Worthington is the Controlling Party) described in this Article IX. Each member of the New Worthington Group shall execute and deliver to Worthington Steel (or such member of the Worthington Steel Group as Worthington Steel shall designate) any power of attorney or other similar document reasonably requested by Worthington Steel (or such designee) in connection with any Tax Contest (as to which Worthington Steel is the Controlling Party) described in this Article IX.

ARTICLE X.

SURVIVAL OF OBLIGATIONS

The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

ARTICLE XI.

TAX TREATMENT OF PAYMENTS

11.1 General Rule. Unless otherwise required by applicable Law, the Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by New Worthington to Worthington Steel, or vice versa, in the same manner as if such payment were a non-taxable distribution or capital contribution, as the case may be, made immediately prior to the Distribution, except to the extent that New Worthington and Worthington Steel treat a payment as the settlement of an intercompany liability; provided, however, that any such payment that is made or received by a Person other than New Worthington or Worthington Steel, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for New Worthington or Worthington Steel, in each case as appropriate.

11.2 Interest. Anything herein or in the Separation Agreement to the contrary notwithstanding, to the extent one Party makes a payment of interest to the other Party under this Agreement with respect to the period from the date that the Party receiving the interest payment made a payment of Tax to a Tax Authority to the date that the Party making the interest payment reimbursed the Party receiving the interest payment for such Tax payment, the interest payment shall be treated as interest expense to the Party making such payment (deductible to the extent provided by Law) and as interest income by the Party receiving such payment (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Party making such payment or increase in Tax to the Party receiving such payment.

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ARTICLE XII.

GROSS-UP OF INDEMNIFICATION PAYMENTS

Except to the extent provided in Article XI, any Tax indemnity payment made by a Party under this Agreement shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such indemnity payment, the recipient Party receives an amount equal to the sum it would have received had no such Taxes been imposed.

ARTICLE XIII.

MISCELLANEOUS

13.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including .pdf, DocuSign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments, and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement or any other Ancillary Agreement, this Agreement shall control.

(c) Each Party represents on behalf of itself and each other member of its Group as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

13.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance, and remedies.

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13.3 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign or otherwise transfer its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable.

13.4 Third Party Beneficiaries. Except for the provisions of Section 5.1(d) of the Separation Agreement as to directors and officers of the New Worthington Group and the Worthington Steel Group: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of a Party) except the Parties hereto any rights or remedies hereunder; there are no third-party beneficiaries of this Agreement, and (b) neither this Agreement, the Separation Agreement, nor any other Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of the Parties) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

13.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 13.5). If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: Patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: Michaune.tillman@worthingtonindustries.com

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Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

13.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

13.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, the Separation Agreement or any other Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, the Separation Agreement and the other Ancillary Agreements, as applicable, as soon as reasonably practicable.

13.8 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.9 Survival of Covenants. Except as expressly set forth in this Agreement, the Separation Agreement, or any other Ancillary Agreement, the covenants, representations and warranties contained in this Agreement, and liability for the breach of any obligations contained herein or therein, shall survive the Separation and shall remain in full force and effect in accordance with their terms.

13.10 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

13.11 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

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13.12 Amendments

No provisions of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Separation and the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the Board of Directors of New Worthington without the approval of any Person, including Worthington Steel or New Worthington.

13.13 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement or the Separation Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

13.14 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any subsidiary or affiliate of such Party.

13.15 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

13.16 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE SEPARATION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR

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DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE INVESTIGATION OR DEFENSE THEREOF, PAID BY AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM)

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

WORTHINGTON INDUSTRIES, INC.

By:

Name:

Title:

WORTHINGTON STEEL, INC.

By:

Name:

Title:

[Signature Page to Tax Matters Agreement]

EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF [⚫], 2023

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS AND INTERPRETATION			1
1.1	General		1
1.2	References; Interpretation		8
ARTICLE II. GENERAL PRINCIPLES			9
2.1	Nature of Liabilities		9
2.2	Transfers of Employees and Independent Contractors Generally		9
2.3	Assumption and Retention of Liabilities Generally		10
2.4	Participation in New Worthington Benefit Arrangements		11
2.5	Service Recognition		11
2.6	Information and Consultation		11
2.7	WARN		11
ARTICLE III. CERTAIN BENEFIT PLAN PROVISIONS			12
3.1	Welfare Plans		12
3.2	401(k) Plan		13
3.3	Deferred Compensation Plans		13
3.4	Chargeback of Certain Costs		15
ARTICLE IV. EQUITY INCENTIVE AWARDS			15
4.1	Treatment of New Worthington Options		15
4.2	Treatment of New Worthington Restricted Stock Awards		16
4.3	Treatment of New Worthington Performance Awards		17
4.4	Worthington Steel Stock Plan		20
4.5	General Terms		20
ARTICLE V. ADDITIONAL MATTERS			21
5.1	Cash Incentive Programs		21
5.2	Time-Off Benefits		21
5.3	Workers’ Compensation Liabilities		22
5.4	COBRA Compliance		22
5.5	Code Section 409A		23
5.6	Payroll Taxes and Reporting		23
5.7	Regulatory Filings		23
5.8	Disability		23
5.9	Certain Requirements		23
ARTICLE VI. GENERAL AND ADMINISTRATIVE			23

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6.1	Employer Rights	23
6.2	Effect on Employment	24
6.3	Consent of Third Parties	24
6.4	Access to Employees	24
6.5	Beneficiary Designation/Release of Information/Right to Reimbursement	24
6.6	No Third Party Beneficiaries	24
6.7	No Duplication or Acceleration of Benefits	25
6.8	Employee Benefits Administration	25
ARTICLE VII. MISCELLANEOUS		25
7.1	Counterparts; Entire Agreement; Corporate Power	25
7.2	Governing Law	26
7.3	Assignability	26
7.4	Third-Party Beneficiaries	26
7.5	Notices	26
7.6	Severability	27
7.7	Force Majeure	27
7.8	Headings	27
7.9	Survival of Covenants	28
7.10	Waivers of Default	28
7.11	Dispute Resolution	28
7.12	Amendments	28
7.13	Construction	28
7.14	Performance	28
7.15	Limited Liability	29
7.16	Exclusivity of Tax Matters	29
7.17	Limitations of Liability	29

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EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [_______], is entered into by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”), and Worthington Steel, Inc., an Ohio corporation and wholly owned subsidiary of New Worthington (“Worthington Steel”). “Party” or “Parties” means New Worthington or Worthington Steel, individually or collectively, as the case may be. Capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, New Worthington and Worthington Steel have entered into that certain Separation and Distribution Agreement dated as of [ ⚫ ], 2023 (as amended, restated, amended and restated and otherwise modified from time to time, the “Separation Agreement”) pursuant to which Worthington Steel will separate from the rest of New Worthington and be established as a separate, publicly traded company to operate the Worthington Steel Business;

WHEREAS, the Separation Agreement sets forth the terms and conditions applicable to the Distribution;

WHEREAS, pursuant to the Separation Agreement, New Worthington and Worthington Steel have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants and agreements contained in this Agreement and in the Separation Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

1.1 General. As used in this Agreement, the following terms shall have the following meanings:

“Accrued Incentive Amount” shall mean the aggregate amount accrued by New Worthington in respect of Worthington Steel Employees under any New Worthington cash incentive compensation and sales commission plans and programs (including, without limitation, the New Worthington AIP) applicable to such Worthington Steel Employees and unpaid as of the date on which the employment or services of such Worthington Steel Employees are transferred to the Worthington Steel Group.

“Affiliate” shall have the meaning ascribed to it in the Separation Agreement.

“Agreement” shall have the meaning set forth in the Preamble.

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“Ancillary Agreement” shall have the meaning ascribed to it in the Separation Agreement.

“Assets” shall have the meaning ascribed to it in the Separation Agreement.

“Benefit Arrangement” shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any Welfare Plan and any other benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, vacation, paid or unpaid leave, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, supplemental income, retiree benefit or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.

“Business Day” shall have the meaning ascribed to it in the Separation Agreement.

“COBRA” shall mean Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law.

“Code” means the Internal Revenue Code of 1986, as amended.

“Compensation Committee” shall mean the Compensation Committee of the New Worthington Board.

“Delayed Transfer Date” shall mean the date on which it is determined by New Worthington that either (i) a Delayed Transfer Worthington Steel Employee or Delayed Transfer New Worthington Employee is permitted to transfer from the New Worthington Group to the Worthington Steel Group or from the Worthington Steel Group to the New Worthington Group, respectively, in accordance with applicable Law, or (ii) the necessary business operations are set up in the relevant jurisdiction to enable employment of the Worthington Steel Employee or New Worthington Employee by the Worthington Steel Group or New Worthington Group, as applicable.

“Delayed Transfer Worthington Steel Employee” shall mean any Worthington Steel Employee whose employment is determined by New Worthington to not be eligible to be transferred to a member of the Worthington Steel Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Worthington Steel Business operations in a particular jurisdiction sufficient to employ such Worthington Steel Employee.

“Delayed Transfer New Worthington Employee” shall mean any New Worthington Employee whose employment is determined by New Worthington to not be eligible to be transferred from a member of the Worthington Steel Group to a member of the New Worthington Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up New Worthington Retained Business operations in a particular jurisdiction sufficient to employ such New Worthington Employee.

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“Dispute” shall have the meaning ascribed to it in the Separation Agreement.

“Distribution” shall have the meaning ascribed to it in the Separation Agreement.

“Distribution Date” shall have the meaning ascribed to it in the Separation Agreement.

“Effective Time” shall have the meaning ascribed to it in the Separation Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Force Majeure” shall have the meaning ascribed to it in the Separation Agreement.

“Former New Worthington Employee” shall mean any individual who would have qualified as a New Worthington Employee, but for the fact that such individual’s employment or service with New Worthington or any of its Subsidiaries or Affiliates terminated for any reason prior to the Effective Time.

“Former Worthington Steel Service Provider” shall mean any individual who would have qualified as a Worthington Steel Employee or Worthington Steel Independent Contractor, but for the fact that such individual’s employment or service with New Worthington or any of its Subsidiaries or Affiliates terminated for any reason prior to the date on which such individual’s employment or service would otherwise have transferred to Worthington Steel pursuant to this Agreement and provided that such individual’s most recent employment or service had been performed in the Worthington Steel Business.

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“Law” shall have the meaning ascribed to it in the Separation Agreement.

“Liabilities” shall have the meaning ascribed to it in the Separation Agreement.

“New Worthington” shall have the meaning set forth in the Preamble.

“New Worthington 401(k) Plan” shall mean the Worthington Industries, Inc. Deferred Profit Sharing Plan, as amended.

“New Worthington AIP” shall mean the Worthington Industries, Inc. Annual Incentive Plan for Executives, effective as of September 24, 2008.

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“New Worthington Benefit Arrangement” shall mean any Benefit Arrangement, including a New Worthington Welfare Plan, sponsored, maintained or contributed to by any member of the New Worthington Group.

“New Worthington Board” shall mean the Board of Directors of New Worthington as set forth in the Recitals.

“New Worthington Cafeteria Plan” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by any member of the New Worthington Group.

“New Worthington Cash Incentive Programs” shall have the meaning set forth in Section 5.1.

“New Worthington Common Stock” shall mean the common shares of New Worthington, without par value.

“New Worthington DCP” shall mean the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan, as amended.

“New Worthington Director DCP” shall mean the Worthington Industries, Inc. Amended and Restated 2005 Deferred Compensation Plan for Directors, as amended.

“New Worthington Employee” shall mean each employee of New Worthington or any of its Subsidiaries or Affiliates who does not qualify as a Worthington Steel Employee.

“New Worthington Employee Stock Purchase Plan” shall mean the Worthington Industries, Inc. Employee Stock Purchase Plan.

“New Worthington Group” shall have the meaning ascribed to it in the Separation Agreement.

“New Worthington Indemnitees” shall have the meaning ascribed to it in the Separation Agreement.

“New Worthington Non-Employee Director” shall mean each non-employee member of the New Worthington Board (which, for the avoidance of doubt, shall also include any non-employee member of the New Worthington Board who also serves as member of the board of directors of Worthington Steel).

“New Worthington Non-Retirement Eligible Holder” shall mean a New Worthington Employee who is not a New Worthington Retirement Eligible Holder.

“New Worthington Option” shall mean an option to purchase shares of New Worthington Common Stock granted pursuant to a New Worthington Stock Plan.

“New Worthington Performance Award” shall mean an award granted by New Worthington pursuant to a New Worthington Stock Plan that was denominated as a “Performance Share and Performance Cash Award” under the terms of such plan and the related award agreement, and that vests based on achievement of specified financial performance targets.

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“New Worthington Post-Separation Stock Value” shall mean the closing price per share of New Worthington Common Stock trading regular way on the Distribution Date.

“New Worthington Pre-2005 DCP” shall mean the Worthington Industries, Inc. Amended and Restated Non-Qualified Deferred Compensation Plan, as amended.

“New Worthington Pre-Separation Stock Value” mean the closing price per share of New Worthington Common Stock trading “regular way with due bills” on the last trading day immediately preceding to the Distribution Date.

“New Worthington Ratio” shall mean the quotient obtained by dividing the New Worthington Pre-Separation Stock Value by the New Worthington Post-Separation Stock Value.

“New Worthington Restricted Stock Award” shall mean an award granted by New Worthington pursuant to a New Worthington Stock Plan that was denominated as “Restricted Stock” under the terms of such plan and the related award agreement, and vests solely based on the continued employment or service of the recipient.

“New Worthington Retained Business” shall have the meaning ascribed to “New Worthington Business” in the Separation Agreement.

“New Worthington Retained Liabilities” shall have the meaning ascribed to “New Worthington Liabilities” in the Separation Agreement.

“New Worthington Retirement Eligible Holder” shall mean a New Worthington Employee who, with respect to a given New Worthington Performance Award, has satisfied or would during the applicable performance period would satisfy, the eligibility conditions for retirement under New Worthington’s generally applicable retirement policies or practices, generally at least age 55 with at least 5 years of service and a combined age plus years of service of at least 65.

“New Worthington Stock Plans” shall mean, collectively, the Worthington Industries, Inc. Amended and Restated 1997 Long-Term Incentive Plan, as amended, the Worthington Industries, Inc. 2010 Stock Option Plan, as amended, and the Worthington Industries, Inc. Amended and Restated 2006 Equity Incentive Plan for Non-Employee Directors, as amended, as applicable.

“New Worthington Welfare Plan” shall mean any Welfare Plan sponsored and maintained by New Worthington or any member of the New Worthington Group.

“Party” and “Parties” shall have the meanings set forth in the Preamble.

“Person” shall have the meaning ascribed to it in the Separation Agreement.

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“Plan Transition Date” shall mean the date, as applicable to each New Worthington Benefit Arrangement, that is either (i) the Distribution Date or (ii) such other date as may be agreed between the Parties, including pursuant to the Transition Services Agreement. For purposes of clarity, the Plan Transition Date may vary for each New Worthington Benefit Arrangement.

“Separation” shall have the meaning ascribed to it in the Separation Agreement.

“Separation Agreement” shall have the meaning set forth in the Recitals.

“Subsidiary” shall have the meaning ascribed to it in the Separation Agreement.

“Tax” shall have the meaning ascribed to it in the Separation Agreement.

“Tax Matters Agreement” shall have the meaning ascribed to it in the Separation Agreement.

“Transition Services Agreement” shall have the meaning ascribed to it in the Separation Agreement.

“Welfare Plan” shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA and in 29 C.F.R. §2510.3-1) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision and mental health and substance use disorder), disability benefits, or life, accidental death and disability, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or adoption assistance programs or cashable credits.

“Worthington Steel” shall have the meaning set forth in the Preamble.

“Worthington Steel 401(k) Plan” shall mean the Worthington Steel, Inc. 401(k) Retirement Plan.

“Worthington Steel Benefit Arrangement” shall mean any Benefit Arrangement, including a Worthington Steel Welfare Plan, sponsored, maintained or contributed to exclusively by any member of the Worthington Steel Group.

“Worthington Steel Business” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Cafeteria Plan” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by any member of the Worthington Steel Group.

“Worthington Steel Cash Incentive Programs” shall have the meaning set forth in Section 5.1.

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“Worthington Steel Common Stock” shall mean the common shares of Worthington Steel.

“Worthington Steel DCP” shall mean the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan, effective as of [ ⚫ ].

“Worthington Steel Director DCP” shall mean the Worthington Steel, Inc. Deferred Compensation Plan for Directors, effective as of [ ⚫ ].

“Worthington Steel Employee” shall mean each individual who is employed by (i) Worthington Steel or any of its Subsidiaries or Affiliates (excluding the New Worthington Group) as of the Effective Time, and (ii) New Worthington or any of its Subsidiaries or Affiliates (excluding the Worthington Steel Group) as of the date on which New Worthington determines to transfer the employment of applicable individuals to Worthington Steel or any of its Subsidiaries or Affiliates and who New Worthington determines as of such date is either (A) exclusively or primarily engaged in the Worthington Steel Business or (B) necessary for the ongoing operation of the Worthington Steel Business following the Effective Time, in each case regardless of whether any such employee is actively at work or is not actively at work as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal Law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence.

“Worthington Steel Group” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Indemnitees” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Independent Contractor” shall mean each individual who is engaged as an independent contractor or on any other non-employee basis by New Worthington or any of its Subsidiaries or Affiliates as of the date on which New Worthington determines to transfer the contracts of service of applicable individuals to Worthington Steel and who New Worthington determines as of such date is either (i) exclusively or primarily engaged in the Worthington Steel Business or (ii) necessary for the ongoing operation of the Worthington Steel Business following the Effective Time. For the avoidance of doubt, “Worthington Steel Independent Contractor” shall not include any New Worthington Non-Employee Director.

“Worthington Steel Liabilities” shall have the meaning ascribed to it in the Separation Agreement.

“Worthington Steel Non-Employee Director” shall mean each non-employee member of the board of directors of Worthington Steel who is not a New Worthington Non-Employee Director immediately after the Effective Time.

“Worthington Steel Non-Retirement Eligible Holder” shall mean a Worthington Steel Employee or Worthington Steel Independent Contractor who is not a Worthington Steel Retirement Eligible Holder.

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“Worthington Steel Option” shall have the meaning set forth in Section 4.1.

“Worthington Steel Performance Award” shall have the meaning set forth in Section 4.2.

“Worthington Steel Ratio” shall mean the quotient obtained by dividing the New Worthington Pre-Separation Stock Value by the Worthington Steel Stock Value.

“Worthington Steel Restricted Stock Award” shall have the meaning set forth in Section 4.2.

“Worthington Steel Retirement Eligible Holder” shall mean a Worthington Steel Employee or Worthington Steel Independent Contractor who, with respect to a given New Worthington Performance Award, has satisfied or would during the applicable performance period would satisfy, the eligibility conditions for retirement under New Worthington’s generally applicable retirement policies or practices generally at least age 55 with at least 5 years of service and a combined age plus years of service of at least 65.

“Worthington Steel Stock Plan” shall mean, collectively, the Worthington Steel, Inc. 2023 Long-Term Incentive Plan and the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors.

“Worthington Steel Stock Value” shall mean the closing price per share of Worthington Steel Common Stock trading regular way on the Distribution Date.

“Worthington Steel Welfare Plan” shall mean any Welfare Plan sponsored and maintained by Worthington Steel or any member of the Worthington Steel Group.

1.2 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “New Worthington” shall also be deemed to refer to the applicable member of the New Worthington Group, references to “Worthington Steel” shall also be deemed to refer to the applicable member of the Worthington Steel Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by New Worthington or Worthington Steel shall be deemed to require New Worthington or Worthington Steel, as the case may be, to cause the applicable members of the New Worthington Group or the Worthington Steel Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

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ARTICLE II.

GENERAL PRINCIPLES

2.1 Nature of Liabilities. All Liabilities assumed or retained by a member of the New Worthington Group under this Agreement shall be New Worthington Retained Liabilities. All Liabilities assumed or retained by a member of the Worthington Steel Group under this Agreement shall be Worthington Steel Liabilities.

2.2 Transfers of Employees and Independent Contractors Generally.

(a) Immediately after the Effective Time, by virtue of this Agreement and without further action by any Person, (i) each New Worthington Employee shall continue to be employed or engaged at New Worthington or such other member of the New Worthington Group as employs or engages such New Worthington Employee as of immediately prior to the Effective Time, and (ii) each Worthington Steel Employee shall continue to be employed or engaged at Worthington Steel or such other member of the Worthington Steel Group as employs or engages such Worthington Steel Employee as of immediately prior to the Effective Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all New Worthington Employees are employed or engaged at a member of the New Worthington Group and all Worthington Steel Employees are employed or engaged at a member of the Worthington Steel Group, in each case, as of immediately prior to the Effective Time.

(b) The Parties acknowledge and agree that (i) neither the Distribution nor any other transaction contemplated by the Separation Agreement or this Agreement shall constitute or be deemed to constitute a “change in control” or similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any New Worthington Benefit Arrangement, or Worthington Steel Benefit Arrangement, and (ii) no New Worthington Employee or Worthington Steel Employee shall (A) terminate or be deemed to terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement or this Agreement, or (B) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Arrangement or otherwise, in connection with any of the foregoing.

(c) The New Worthington Group and Worthington Steel Group agree to execute, and to seek to have the applicable Worthington Steel Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

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2.3 Assumption and Retention of Liabilities Generally.

(a) From and after the Effective Time, except to the extent such Liabilities become Liabilities of Worthington Steel pursuant to Section 2.3(b), New Worthington shall, or shall cause one or more members of the New Worthington Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all New Worthington Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all current and former New Worthington Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the New Worthington Group under this Agreement.

(b) From and after the Effective Time, Worthington Steel shall, or shall cause one or more members of the Worthington Steel Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Worthington Steel Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Worthington Steel Employees, Former Worthington Steel Service Providers and Worthington Steel Independent Contractors and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Worthington Steel Group under this Agreement.

(c) The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates.

(d) Notwithstanding that a Delayed Transfer Worthington Steel Employee or Delayed Transfer New Worthington Employee shall not become employed by a member of the Worthington Steel Group or New Worthington Group, respectively, until the Delayed Transfer Date applicable to such employee, (i) Worthington Steel or New Worthington shall be responsible for, and shall timely reimburse the other for, all Liabilities incurred by New Worthington or Worthington Steel, respectively, with regard to each such Delayed Transfer Worthington Steel Employee or Delayed Transfer New Worthington Employee from the Effective Time to the Delayed Transfer Date applicable to such employee and (ii) the Parties shall use their reasonable efforts to effect the provisions of this Agreement with respect to the compensation and benefits of such Delayed Transfer Worthington Steel Employees and Delayed Transfer New Worthington Employees following the Delayed Transfer Date applicable to such employee, it being understood that it may not be possible to replicate the effect of such provisions under such circumstances.

(e) Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, Worthington Steel shall, or shall cause one or more members of the Worthington Steel Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill all Liabilities that have been accepted, assumed or retained under this Agreement irrespective of whether accruals for such Liabilities have been transferred to Worthington Steel or a member of the Worthington Steel Group or included on a combined balance sheet of the Worthington Steel Business or whether any such accruals are sufficient to cover such Liabilities.

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2.4 Participation in New Worthington Benefit Arrangements. Except as provided in this Agreement or the Transition Services Agreement, effective no later than the Plan Transition Date, (i) Worthington Steel and each member of the Worthington Steel Group, to the extent applicable, shall cease to be a participating company in each New Worthington Benefit Arrangement, and (ii) each Worthington Steel Employee shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under each New Worthington Benefit Arrangement (except to the extent of previously accrued obligations that remain a Liability of any member of the New Worthington Group pursuant to this Agreement).

2.5 Service Recognition^. With respect to each individual who, as of the Effective Time, is a Worthington Steel Employee:

(a) From and after the Effective Time, or if earlier and as applicable, the Plan Transition Date, and in addition to any applicable obligations under applicable Law, Worthington Steel shall, and shall cause each member of the Worthington Steel Group to, give such Worthington Steel Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under each Worthington Steel Benefit Arrangement for such Worthington Steel Employee’s prior service with any member of the New Worthington Group or Worthington Steel Group or any predecessor thereto, to the same extent such service was recognized by the applicable New Worthington Benefit Arrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits.

(b) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date: (i) Worthington Steel shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to such Worthington Steel Employee under each Worthington Steel Welfare Plan in which Worthington Steel Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous New Worthington Welfare Plan, and (ii) Worthington Steel shall provide or cause such Worthington Steel Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the Worthington Steel Employees become eligible to participate in the Worthington Steel Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

2.6 Information and Consultation. The Parties shall comply with all requirements and obligations to inform, consult or otherwise notify any Worthington Steel Employees or New Worthington Employees in relation to the transactions contemplated by this Agreement and the Separation Agreement, whether required pursuant to any collective bargaining agreement or applicable Law.

2.7 WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local Law regarding plant closings, mass layoffs, or other employment separations.

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ARTICLE III.

CERTAIN BENEFIT PLAN PROVISIONS

3.1 Welfare Plans.

(a) (i) Effective as of the Plan Transition Date, the participation of each Worthington Steel Employee who is a participant in a New Worthington Welfare Plan shall automatically cease and (ii) New Worthington shall cause a member of the Worthington Steel Group (A) to have in effect, no later than the Plan Transition Date, Worthington Steel Welfare Plans providing health and welfare benefits for the benefit of each Worthington Steel Employee with terms that are substantially similar to those provided by the applicable New Worthington Welfare Plan to the applicable Worthington Steel Employee immediately prior to the date on which such Worthington Steel Welfare Plans become effective; and (B) effective on and after the date of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of Worthington Steel Employees or Former Worthington Steel Service Providers, including but not limited to any claims incurred under any New Worthington Welfare Plan on or prior to the date on which such Worthington Steel Welfare Plans become effective, that remain unpaid as of the date on which such Worthington Steel Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date.

(b) Notwithstanding anything to the contrary in this Section 3.1, to the extent any Worthington Steel Employee is, as of the Plan Transition Date, receiving payments as part of any short-term disability program that is part of any New Worthington Welfare Plan, such Worthington Steel Employee’s rights to continued short-term disability benefits (i) will end under the New Worthington Welfare Plan as of the Plan Transition Date; and (ii) all remaining rights will be recognized under the comparable Worthington Steel Welfare Plan as of the Plan Transition Date, and the remainder (if any) of such Worthington Steel Employee’s short-term disability benefits will be paid by the Worthington Steel Welfare Plan. To the extent such Worthington Steel Employee who is on short-term disability as of the Plan Transition Date under the New Worthington Welfare Plan and who subsequently qualifies for long-term disability benefits, such Worthington Steel Employee shall receive long-term disability benefits from the New Worthington Welfare Plan instead of from the Worthington Steel Welfare Plan; provided, however, that all other welfare benefits for such disabled Worthington Steel Employee shall be provided by the Worthington Steel Welfare Plan.

(c) As soon as practicable following the Distribution Date and if and to the extent not effected prior to the Distribution Date, New Worthington (acting directly or through any other member of the New Worthington Group) shall, in accordance with Revenue Ruling 2002-32, cause the portion of the New Worthington Cafeteria Plan applicable to the Worthington Steel Employees to be segregated into a separate component and the account balances in such component to be transferred to the Worthington Steel Cafeteria Plan, which will include any health flexible spending account and dependent care plan. The Worthington Steel Cafeteria Plan shall reimburse New Worthington or the New Worthington Cafeteria Plan to the extent amounts were paid by the New Worthington Cafeteria Plan and not collected from the applicable Worthington Steel Employee and such amounts are subsequently collected by the Worthington Steel Cafeteria Plan with respect to such Worthington Steel Employee.

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3.2 401(k) Plan.

(a) (i) Effective as of the Plan Transition Date, New Worthington and Worthington Steel shall cause Worthington Steel to have in effect the Worthington Steel 401(k) Plan, and related trust that satisfy the requirements of Sections 401(a), 401(k) and 501(a) of the Code, with terms that are substantially similar to those provided by the New Worthington 401(k) Plan immediately prior to the date on which such Worthington Steel 401(k) Plan becomes effective (other than the ability to make additional investments in an investment fund invested primarily in New Worthington Common Stock), (ii) each Worthington Steel Employee who is a participant in the New Worthington 401(k) Plan shall automatically cease to be eligible to make or receive additional contributions under the New Worthington 401(k) Plan with respect to compensation earned on or after the date on which the Worthington Steel 401(k) Plan becomes effective, (iii) as soon as administratively practicable after the Worthington Steel 401(k) Plan becomes effective, New Worthington shall cause the accounts (including any outstanding participant loan balances) in the New Worthington 401(k) Plan attributable to Worthington Steel Employees and all of the Assets in the New Worthington 401(k) Plan related thereto to be transferred in-kind to the Worthington Steel 401(k) Plan, and (iv) effective as of the date that the Worthington Steel 401(k) Plan becomes effective, a member of the Worthington Steel Group, shall be the plan sponsor of the Worthington Steel 401(k) Plan, and such plan sponsor shall thereafter fully pay, perform and discharge, all obligations thereunder.

(b) The respective investment committees and other fiduciaries of the Worthington Steel 401(k) Plan and the New Worthington 401(k) Plan, shall determine (i) the period of time, if any, following the Effective Time, if, and to the extent, investments under such plans may be comprised of Worthington Steel Common Stock or New Worthington Common Stock, and (ii) the extent to which and when New Worthington Common Stock (in the case of the Worthington Steel 401(k) Plan) and Worthington Steel Common Stock (in the case of the New Worthington 401(k) Plan) shall cease to be investment alternatives of the respective plans.

(c) New Worthington shall retain all accounts and all Assets and Liabilities relating to the New Worthington 401(k) Plan in respect of each Former Worthington Steel Service Provider; provided that if any Worthington Steel Employee whose account balance is transferred from the New Worthington 401(k) Plan to the Worthington Steel 401(k) Plan, as set forth in Section 3.2(a) thereafter terminates employment after the Plan Transition Date but before the Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the Worthington Steel 401(k) Plan.

3.3 Deferred Compensation Plans.

(a) (i) Effective as of the Plan Transition Date, New Worthington and Worthington Steel shall cause Worthington Steel to have in effect the Worthington Steel DCP, a non-qualified deferred compensation plan for the benefit of each Worthington Steel Employee that is eligible to participate in the New Worthington DCP immediately prior to the Plan Transition Date, with terms that are substantially similar to those provided to the applicable Worthington Steel Employee under the New Worthington DCP immediately prior to the date on which the Worthington Steel DCP becomes effective, (ii) the participation of each Worthington Steel Employee who is a participant in the New Worthington DCP shall cease effective upon the date

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on which the Worthington Steel DCP becomes effective, and (iii) each such Worthington Steel Employee shall become a participant in the Worthington Steel DCP, and, with respect to such Worthington Steel Employee, all deferral and payment elections made under the New Worthington DCP shall be applied under the Worthington Steel DCP as if made under the Worthington Steel DCP, and all contributions that otherwise would have been credited under the New Worthington DCP on or after the Plan Transition Date shall instead be credited to the Worthington Steel DCP.

(b) Effective as of the Plan Transition Date (i) the account balances of each Worthington Steel Employee under the New Worthington DCP shall be transferred to the Worthington Steel DCP and Worthington Steel shall cause Worthington Steel to fully perform, pay and discharge all obligations of the New Worthington DCP relating to such account balances, (ii) any such account balances that are payable in shares of New Worthington Common Stock shall be payable in shares of Worthington Steel Common Stock in accordance with the terms applicable to such account balances, (iii) any such account balances that were credited with earnings based on a rate of return relating to notional shares of New Worthington Common Stock shall instead be credited with earnings based on a rate of return relating to notional shares of Worthington Steel Common Stock, and (iv) any notional shares of New Worthington Common Stock and any shares of New Worthington Common Stock in a deferred share account shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of New Worthington Common Stock were New Worthington Restricted Stock Awards and such accounts shall thereafter relate to shares or notional shares of Worthington Steel Common Stock.

(c) New Worthington shall retain (i) all Assets, if any, relating to the New Worthington DCP in respect of New Worthington Employees, and (ii) all Liabilities in respect of each New Worthington Employee in respect of the New Worthington DCP, and any notional shares of New Worthington Common Stock and any shares of New Worthington Common Stock in a deferred share account under the New Worthington DCP shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of New Worthington Common Stock were New Worthington Restricted Stock Awards. New Worthington shall retain no Liability or Asset relating to the New Worthington DCP in respect of Worthington Steel Employees and Former Worthington Steel Service Providers that are assigned to Worthington Steel pursuant to Section 3.3(b).

(d) Effective as of the Effective Time or such earlier date agreed to by the Parties, Worthington Steel shall have in effect the Worthington Steel Director DCP with terms that are substantially similar to those provided under the New Worthington Director DCP. The New Worthington Director DCP shall continue in effect after the Distribution Date in accordance with its terms, with payments made to current and former members of the New Worthington Board pursuant to their applicable deferral elections. For purposes of clarity, with respect to any member of the New Worthington Board who ceases to serve as a member of the New Worthington Board at the Effective Time but who serves as a member of the board of directors of Worthington Steel at the Effective Time (i) the participation of each such member of the New Worthington Board who is a participant in the New Worthington Director DCP shall cease effective upon the date on which the Worthington Steel Director DCP becomes effective, (ii) each such member of the New Worthington Board shall become a participant in the Worthington Steel Director DCP, and, with respect to such member of the New Worthington Board, all deferral and payment elections made under the New Worthington Director DCP shall be applied under the Worthington Steel Director DCP as if made under the Worthington Steel DCP, and all contributions that otherwise would have been credited under the New Worthington Director DCP on or after the Plan Transition Date shall instead be credited to the Worthington Steel Director DCP and (iii) the account balances of each such member of the New Worthington Board shall be transferred to the Worthington Steel Director DCP in a manner consistent with Section 3.3(b) and (c).

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(e) After the Effective Time, New Worthington shall pay any benefit accrued for a Worthington Steel Employee under the New Worthington Pre-2005 DCP in accordance with the terms and conditions of the New Worthington Pre-2005 DCP.

3.4 Chargeback of Certain Costs. Nothing contained in this Agreement shall limit New Worthington’s ability to charge back any Liabilities that it incurs in respect of any New Worthington Benefit Arrangement to any of its operating companies in the ordinary course of business consistent with its past practices.

ARTICLE IV.

EQUITY INCENTIVE AWARDS

4.1 Treatment of New Worthington Options.

(a) New Worthington Options Held by New Worthington Employees and Former New Worthington Employees. Each New Worthington Option that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Employee or Former New Worthington Employee shall be adjusted, as of the Effective Time into a post-Distribution New Worthington Option pursuant to the following adjustment provisions (and shall otherwise be subject to the same terms and conditions after the Effective Time as applied to such New Worthington Option immediately prior to the Effective Time):

(i) Shares Subject to the Post-Distribution New Worthington Option. The number of shares of New Worthington Common Stock subject to the post-Distribution New Worthington Option shall be equal to the product obtained by multiplying (x) the number of shares of New Worthington Common Stock subject to the New Worthington Option immediately prior to the Effective Time, times (y) the New Worthington Ratio, and rounding down to the nearest whole share.

(ii) Exercise Price of Post-Distribution New Worthington Option. The per share exercise price of the post-Distribution New Worthington Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the New Worthington Option immediately prior to the Effective Time, by (y) the New Worthington Ratio, and rounding such quotient up to the nearest whole cent.

(b) New Worthington Options Held by Worthington Steel Employees Worthington Steel Independent Contractors and Former Worthington Steel Service Providers. Each New Worthington Option that is outstanding as of to the Effective Time that is held by a Worthington Steel Employee, Worthington Steel Independent Contractor or Former Worthington Steel Service Provider shall be adjusted, as of immediately prior to the Effective Time into a Worthington Steel Option pursuant to the following adjustment provisions (and shall otherwise be subject to the same terms and conditions after the Effective Time as applied to such New Worthington Option immediately prior to the Effective Time):

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(i) Shares Subject to New Worthington Steel Option. The number of shares of Worthington Steel Common Stock subject to the Worthington Steel Option shall be equal to the product obtained by multiplying (x) the number of shares of New Worthington Common Stock subject to the New Worthington Option immediately prior to the Effective Time, times (y) the Worthington Steel Ratio, and rounding down to the nearest whole share.

(ii) Exercise Price of New Worthington Steel Option. The per share exercise price of the Worthington Steel Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the New Worthington Option immediately prior to the Effective Time, by (y) the Worthington Steel Ratio, and rounding such quotient up to the nearest whole cent.

(c) The adjustments to the New Worthington Options contemplated by this Agreement, including without limitation, adjustments to the exercise price of New Worthington Options, to the number of shares subject to New Worthington Options and conversions into Worthington Steel Options and post-Distribution New Worthington Options, are all intended to comply in all respects with the requirements of Sections 409A and 424 of the Code, in each case, to the extent applicable, and all such provisions shall be interpreted and implemented in accordance with the foregoing.

4.2 Treatment of New Worthington Restricted Stock Awards. Subject to Section 4.5:

(a) New Worthington Restricted Stock Awards held by New Worthington Employees and New Worthington Non-Employee Directors. Each New Worthington Restricted Stock Award that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Employee or a New Worthington Non-Employee Director shall be adjusted, as of the Effective Time, into a New Worthington Restricted Stock Award that (i) covers a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (A) the number of shares of New Worthington Common Stock covered by the New Worthington Restricted Stock Award immediately prior to the Effective Time by (B) the New Worthington Ratio (rounding such product down to the nearest whole share), and (ii) is subject to the same terms and conditions after the Effective Time as applied immediately prior to the Effective Time.

(b) New Worthington Restricted Stock Awards held by Worthington Steel Employees, Worthington Steel Non-Employee Directors and Worthington Steel Independent Contractors. Each New Worthington Restricted Stock Award that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Employee, a Worthington Steel Non-Employee Director or a Worthington Steel Independent Contractor shall be adjusted, as of the Effective Time, into a Worthington Steel Restricted Stock Award that (i) covers a number of shares of Worthington Steel Common Stock equal to the product obtained by multiplying (A) the number of shares of New Worthington Common Stock covered by the New Worthington Restricted Stock Award immediately prior to the Effective Time by (B) the Worthington Steel Ratio (rounding such product down to the nearest whole share), and (ii) is otherwise subject to the same terms and conditions after the Effective Time as applied to such New Worthington Restricted Stock Award immediately prior to the Effective Time.

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4.3 Treatment of New Worthington Performance Awards. Subject to Section 4.5:

(a) New Worthington Performance Awards Held by New Worthington Employees.

(i) New Worthington Non-Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Non-Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the New Worthington Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall continue to be subject to vesting based on such New Worthington Employee’s continued employment with the New Worthington Group following the Distribution Date in accordance with the terms and conditions applicable to such New Worthington Performance Award as in effect immediately prior to the Distribution Date had the applicable performance period continued in effect, and (C) shall otherwise be subject to the same terms and conditions (including with respect to the payment or settlement of such New Worthington Performance Award) after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time.

(ii) New Worthington Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the New Worthington Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall vest immediately

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prior to the Effective Time with respect to such shares or cash determined in accordance with clause (i) and (ii) above, and shall be paid or settled, in each case, by New Worthington, no later than March 15 of the year following the year in which such vesting date occurs, and (C) shall otherwise be subject to the same terms and conditions after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time.

(iii) FY2026 Plan. Each New Worthington Performance Award with a performance period ending on May 31, 2026 that is outstanding as of immediately prior to the Effective Time that is held by a New Worthington Employee shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of New Worthington Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time, by (y) the New Worthington Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to cash award covered by the New Worthington Performance Award immediately prior to the Effective Time, and (B) shall be subject to the same terms and conditions after the Effective Time as applied to such New Worthington Performance Award immediately prior to the Effective Time, subject to such adjustment to the applicable performance goals and/or performance calculation methodology as may be determined by the Compensation Committee of the New Worthington Board in its discretion to reflect the transactions contemplated by the Separation Agreement.

(b) New Worthington Performance Share Awards held by Worthington Steel Employees and Worthington Steel Independent Contractors.

(i) Worthington Steel Non-Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Non-Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of shares of Worthington Steel Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the Worthington Steel Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall continue to be subject to vesting based on such Worthington Steel Employee’s or Worthington Steel Independent Contractor’s continued employment or service with the Worthington Steel Group following the Distribution Date in accordance with the terms and conditions

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applicable to such New Worthington Performance Award as in effect immediately prior to the Distribution Date had the applicable performance period continued in effect, and (C) shall otherwise be subject to the same terms and conditions (including with respect to the payment or settlement of such New Worthington Performance Award) after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time, as may be modified by New Worthington or Worthington Steel in order to reflect the transactions contemplated by the Separation Agreement.

(ii) Worthington Steel Retirement Eligible Holders – FY2024 and FY2025 Plans. Each New Worthington Performance Award with a performance period ending on May 31, 2024 or May 31, 2025 that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Retirement Eligible Holder shall be adjusted, as of the Effective Time, into an award that (A) covers (i) a number of post-Distribution shares of Worthington Steel Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, by (y) the Worthington Steel Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to the portion of the cash award covered by the New Worthington Performance Award immediately prior to the Effective Time that would have satisfied the applicable performance conditions based on actual performance as of the day immediately prior to the Distribution Date had the performance period ended on such date and after giving effect to the adjustments to the performance calculation methodology set forth on Exhibit A attached hereto, (B) shall vest immediately prior to the Effective Time with respect to such shares or cash determined in accordance with clause (i) and (ii) above, and shall be paid or settled, in each case, by Worthington Steel no later than March 15 of the year following the year in which such vesting date occurs, and (C) shall otherwise be subject to the same terms and conditions after the Effective Time as applied to the applicable New Worthington Performance Award immediately prior to the Effective Time, as may be modified by New Worthington or Worthington Steel in order to reflect the transactions contemplated by the Separation Agreement.

(iii) FY2026 Plan. Each New Worthington Performance Award with a performance period ending on May 31, 2026 that is outstanding as of immediately prior to the Effective Time that is held by a Worthington Steel Employee shall be adjusted, as of the Effective Time, into a Worthington Steel performance share and performance cash award (a “Worthington Steel Performance Award”) that (A) covers (i) a number of shares of Worthington Steel Common Stock determined by multiplying (x) the number of shares of New Worthington Common Stock covered by the New Worthington Performance Award immediately prior to the Effective Time by (y) the Worthington Steel Ratio (rounding such product down to the nearest whole share) and (ii) an amount in cash equal to cash award covered by the New Worthington Performance Award immediately prior to the Effective Time, and (B) shall be subject to the same terms and conditions after the

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Effective Time as applied to such New Worthington Performance Award immediately prior to the Effective Time, as may be modified by New Worthington or Worthington Steel in order to reflect the transactions contemplated by the Separation Agreement (including with respect to the applicable performance goals and/or performance calculation methodology).

4.4 Worthington Steel Stock Plan. Effective as of the Effective Time, Worthington Steel shall adopt the Worthington Steel Stock Plan, which shall permit the grant and issuance of equity incentive awards denominated in Worthington Steel Common Stock as described in this Article IV.

4.5 General Terms.

(a) All of the adjustments described in this Article IV shall be effected in accordance with Sections 424 and 409A of the Code, in each case to the extent applicable.

(b) Without limiting the generality of the foregoing, with respect to awards held by Worthington Steel Employees, Worthington Steel Non-Employee Directors and Worthington Steel Independent Contractors, effective as of the Effective Time, references to employment or service, or termination of employment or service, in the applicable plan and/or award agreement shall be deemed to refer to employment or service, or termination of employment or service, with the Worthington Steel Group following the Distribution.

^(c) The Parties shall use their reasonable best efforts to file the appropriate registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the shares of Worthington Steel Common Stock authorized for issuance under the Worthington Steel Stock Plan, as required pursuant to the Securities Act, at or promptly following the Effective Time and in any event before the date of issuance of any Worthington Steel Common Stock pursuant to the Worthington Steel Stock Plan. New Worthington agrees that, following the Distribution Date, it shall use reasonable best efforts to continue to maintain an effective registration statement with respect to, and to cause to be registered pursuant to the Securities Act, the shares of New Worthington Common Stock authorized for issuance pursuant to the applicable awards described in this Article IV, as required by the Securities Act and any applicable rules or regulations thereunder.

(d) Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner exercises of New Worthington Options and Worthington Steel Options and the settlement of other equity awards described in this Article IV. The Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance and reporting, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable Laws.

(e) The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain Tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

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ARTICLE V.

ADDITIONAL MATTERS

5.1 Cash Incentive Programs. Prior to or as soon as reasonably practicable following the Distribution Date, Worthington Steel shall, or shall cause another member of the Worthington Steel Group to, adopt, for the benefit of eligible Worthington Steel Employees, programs providing cash incentives, commissions, annual performance bonuses, or similar cash payments for the calendar year in which the Distribution Date occurs (the “Worthington Steel Cash Incentive Programs”) that are substantially similar to the applicable programs maintained by New Worthington for the benefit of such individuals prior to the Distribution Date (the “New Worthington Cash Incentive Programs”), provided that the applicable performance criteria may be adjusted in the discretion of the board of directors of Worthington Steel or the compensation committee thereof to reflect the transactions contemplated by the Separation Agreement. Following the Effective Time, Worthington Steel shall assume or retain, as applicable, responsibility for any and all payments, obligations and other Liabilities relating to (a) any amounts that any Worthington Steel Employee or any Former Worthington Steel Service Provider has either earned (if not payable by its terms prior to the Distribution Date) or has become eligible to earn, in either case, as of the Effective Time, under the New Worthington Cash Incentive Programs, and (b) any amounts that any Worthington Steel Employee or any Former Worthington Steel Service Provider has earned or is eligible to earn under any Worthington Steel Benefit Arrangement(s) providing cash incentive compensation, commissions, annual performance bonus, or similar cash payments (including the Worthington Steel Cash Incentive Programs), and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due. Following the Effective Time, the Worthington Steel Group shall be solely responsible for, and no member of the New Worthington Group shall have any obligation or Liability with respect to, any and all such amounts.

5.2 Time-Off Benefits. Unless otherwise required by applicable Law, Worthington Steel shall (i) credit each Worthington Steel Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such Worthington Steel Employee had with the New Worthington Group immediately before the date on which the employment of the Worthington Steel Employee transfers to Worthington Steel or any member of the Worthington Steel Group and (ii) permit each such Worthington Steel Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the Worthington Steel Employee would have been so permitted under the terms and conditions of the applicable New Worthington policies in effect for the year in which such transfer of employment occurs, up to and including full exhaustion of such transferred unused vacation time, paid-time off and other time-off benefits (if such full exhaustion would be permitted under the applicable New Worthington policies in effect for that year in which the transfer of employment occurs).

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5.3 Workers’ Compensation Liabilities. Effective no later than the Effective Time, Worthington Steel shall, or shall cause a member of the Worthington Steel Group to, assume all Liabilities for Worthington Steel Employees, Worthington Steel Independent Contractors and Former Worthington Steel Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, whenever incurred (including claims incurred prior to the Effective Time but not reported until after the Effective Time), and Worthington Steel, or, as applicable, a member of the Worthington Steel Group, shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities. Notwithstanding the foregoing, if Worthington Steel, or a member of the Worthington Steel Group, is unable to assume any such Liability or the administration, management or payment of any such claim solely because of the operation of applicable Law or due to such other circumstances as may be determined by New Worthington, New Worthington shall retain such Liabilities and Worthington Steel shall, or shall cause a member of the Worthington Steel Group to, reimburse and otherwise fully indemnify New Worthington for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

5.4 COBRA Compliance^.

(a) Effective as of the Plan Transition Date, Worthington Steel (acting directly or through any other member of the Worthington Steel Group) and the Worthington Steel Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Worthington Steel Employees and Former Worthington Steel Service Providers (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event at any time prior to, upon or after the Plan Transition Date. Effective as of the Plan Transition Date, New Worthington (acting directly or through any other member of the New Worthington Group) and the New Worthington Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all New Worthington Employees and Former New Worthington Employees (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event at any time prior to, upon or after the Plan Transition Date. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other ancillary agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Worthington Steel Employees or Former Worthington Steel Service Providers (or any dependent or beneficiary thereof).

(b) Effective as of the Plan Transition Date, Worthington Steel (acting directly or through any other member of the Worthington Steel Group) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Worthington Steel Welfare Plans with respect to Worthington Steel Employees and Former Worthington Steel Service Providers. New Worthington (acting directly or through any other member of the New Worthington Group) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the New Worthington Welfare Plans with respect to New Worthington Employees and Former New Worthington Employees.

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5.5 Code Section 409A. Notwithstanding anything in this Agreement or the Tax Matters Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

5.6 Payroll Taxes and Reporting. Notwithstanding anything in the Tax Matters Agreement to the contrary, with respect to Worthington Steel Employees, the Parties shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 (“Rev. Proc. 2004-53”). Each Party shall be responsible for filing IRS Forms 941 for its respective employees.

5.7 Regulatory Filings. Subject to applicable Law and notwithstanding anything in the Tax Matters Agreement to the contrary, New Worthington shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which New Worthington shall provide data and information (to the extent permitted by applicable Laws) to Worthington Steel, which shall be responsible for making, or causing a member of the Worthington Steel Group to make, such filings in respect of Worthington Steel Employees.

5.8 Disability. For any Former Worthington Steel Service Provider who is, as of the Effective Time, receiving payments as part of any long-term disability program that is part of a New Worthington Welfare Plan, and has been receiving payments from such plan for twelve (12) months or fewer before the Effective Time, to the extent such Former Worthington Steel Service Provider may have any “return to work” rights under the terms of such New Worthington Welfare Plan, such Former Worthington Steel Service Provider’s eligibility for re-employment shall be with Worthington Steel or a member of the Worthington Steel Group, subject to availability of a suitable position (with such availability to be determined in the sole discretion by Worthington Steel or the applicable member of the Worthington Steel Group). For purposes of clarity, no Former Worthington Steel Service Provider described in this subsection will have return-to-work rights after the first anniversary of the Effective Time.

5.9 Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if the terms of applicable Law require that any assets or Liabilities be retained by the New Worthington Group or transferred to or assumed by the Worthington Steel Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such applicable Law and shall not be made as otherwise set forth in this Agreement.

ARTICLE VI.

GENERAL AND ADMINISTRATIVE

6.1 Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement or to prohibit New Worthington, Worthington Steel, or any member of the New Worthington Group or Worthington Steel Group, as the case may be, from amending, modifying or terminating any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement at any time within its sole discretion.

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6.2 Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of New Worthington, the New Worthington Group, Worthington Steel or the Worthington Steel Group any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.

6.3 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

6.4 Access to Employees. On and after the Effective Time, New Worthington and Worthington Steel shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between New Worthington and Worthington Steel) to which any employee or director of the New Worthington Group or the Worthington Steel Group or any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement is a party and which relates to a New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

6.5 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Worthington Steel Employees under New Worthington Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding Worthington Steel Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Worthington Steel Employee.

6.6 No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Worthington Steel Employee or other current or former employee, officer, director or contractor of the New Worthington Group or Worthington Steel Group, other than the Parties and their respective successors and assigns.

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6.7 No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, no participant in any Worthington Steel Benefit Arrangement or any other benefit plans or arrangements shall receive benefits that duplicate benefits provided to such individual by a corresponding New Worthington Benefit Arrangement, and no participant in any New Worthington Benefit Arrangement or any other benefit plans or arrangements of a member of the New Worthington Group shall receive benefits that duplicate benefits provided to such individual by a corresponding Worthington Steel Benefit Arrangement. Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Worthington Steel Employee or other former, current or future employee of the New Worthington Group or Worthington Steel Group under any New Worthington Benefit Arrangement or Worthington Steel Benefit Arrangement.

6.8 Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to Worthington Steel Employees, Former Worthington Steel Service Providers and New Worthington Employees and service providers of New Worthington, as applicable, including with respect to the provision of employee level information necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.

ARTICLE VII.

MISCELLANEOUS

7.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including .pdf, docusign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(b) This Agreement, the Separation Agreement, and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein.

(c) Each Party represents on behalf of itself and each other member of its Group as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement to which it is a party and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been or will be duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

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7.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance and remedies.

7.3 Assignability. Except as set forth in this Agreement or the Separation Agreement, this Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

7.4 Third-Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any New Worthington Indemnitee or Worthington Steel Indemnitee in their respective capacities as such, and the provisions of Section 5.1(d) of the Separation Agreement as to directors and officers of New Worthington Group and Worthington Steel Group: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) except the Parties hereto any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement and neither this Agreement, the Separation Agreement nor any Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

7.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.5):

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

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Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

7.6 Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

7.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, the Separation Agreement or any other Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, the Separation Agreement and the other Ancillary Agreements, as applicable, as soon as reasonably practicable.

7.8 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

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7.9 Survival of Covenants. Except as expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Separation and the Distribution and shall remain in full force and effect in accordance with their terms.

7.10 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement or any other Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

7.11 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

7.12 Amendments. No provisions of this Agreement, the Separation Agreement or any other Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Separation and the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the New Worthington Board without the approval of any Person, including Worthington Steel or New Worthington.

7.13 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

7.14 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

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7.15 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

7.16 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

7.17 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE SEPARATION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER WORTHINGTON STEEL NOR ITS AFFILIATES, ON THE ONE HAND, NOR NEW WORTHINGTON NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES, INCLUDING ALL COSTS, EXPENSES, INTEREST, ATTORNEYS’ FEES, DISBURSEMENTS AND EXPENSES OF COUNSEL, EXPERT AND CONSULTING FEES AND COSTS RELATED THERETO OR TO THE INVESTIGATION OR DEFENSE THEREOF, PAID BY AN INDEMNITEE IN RESPECT OF A THIRD-PARTY CLAIM).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

WORTHINGTON INDUSTRIES, INC.

By:

Name:

Title:

WORTHINGTON STEEL, INC.

By:

Name:

Title:

EX-10.4

Exhibit 10.4

TRADEMARK LICENSE AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF [⚫], 2023

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS		1
1.1	Definitions	1
1.2	Interpretation	2
ARTICLE II. LICENSE		2
2.1	Grant of License	2
2.2	Sublicensing	2
2.3	Limitations / New Marks	2
2.4	Registration of the Licensed Marks	3
2.5	Expansion of Licensed Goods and Services	3
2.6	Domain Name Registrations	3
ARTICLE III. OWNERSHIP AND INFRINGEMENT		4
3.1	Ownership of New Worthington Marks; Goodwill and Reservation of Rights	4
3.2	No Inconsistent Action	4
3.3	Infringement	4
ARTICLE IV. QUALITY STANDARDS		4
4.1	Quality Assurance	4
4.2	Compliance with Law	5
4.3	Form of Use	5
ARTICLE V. TERM AND TERMINATION		5
5.1	Term	5
5.2	Termination	5
5.3	Effect of Termination	6
5.4	Survival	6
ARTICLE VI. DISCLAIMER OF WARRANTIES		6
ARTICLE VII. LIMITATION OF LIABILITY		6
ARTICLE VIII. INDEMNIFICATION		7
ARTICLE IX. MISCELLANEOUS		8
9.1	Counterparts; Entire Agreement; Corporate Power	8
9.2	Governing Law	8
9.3	Assignment	8

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9.4	Third Party Beneficiaries	9
9.5	Notices	9
9.6	Severability	10
9.7	Headings	10
9.8	Waivers of Default	10
9.9	Dispute Resolution	10
9.10	Amendments	10
9.11	Construction	10
9.12	Performance	11
9.13	Limited Liability	11
9.14	Exclusivity of Tax Matters	11

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TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”) and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, New Worthington and Worthington Steel have entered into that certain Separation and Distribution Agreement dated as of [ ⚫ ], 2023 (as amended, restated, amended and restated and otherwise modified from time to time, the “Separation Agreement”) pursuant to which Worthington Steel will separate from the rest of New Worthington and be established as a separate, publicly traded company to operate the Worthington Steel Business;

WHEREAS, New Worthington, together with its Subsidiaries, owns certain Marks that were used in connection with both the Worthington Steel Business and the New Worthington Business prior to the Separation;

WHEREAS, in connection with the Separation, New Worthington has agreed to grant a license to Worthington Steel to use the Marks set forth on Exhibit A (the “Licensed Marks”), on the terms and conditions provided herein; and

WHEREAS, pursuant to the Separation Agreement, New Worthington and Worthington Steel have agreed that New Worthington will license Worthington Steel to use the Licensed Marks in connection with the Worthington Steel Business, in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants and agreements contained in this Agreement and in the Separation Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. Capitalized terms shall have the meanings set forth below in this Section 1.1 or elsewhere in this Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.

“Licensed Goods and Services” means the goods and services of the Worthington Steel Business as of the Effective Date, as such goods and services may naturally evolve in the field of the Worthington Steel Business during the Term, but excluding, for the avoidance of doubt, any goods or services of the New Worthington Business.

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“Marks” means trademarks, service marks, trade dress, trade names, logos, internet domain names and other source or business identifiers.

1.2 Interpretation. In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the term “Agreement” or any other reference to an agreement shall, unless otherwise stated, be construed to refer to this Agreement (including all of the Exhibits hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, and Exhibit references are to the Articles, Sections, and Exhibits to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; and (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof.

ARTICLE II.

LICENSE

2.1 Grant of License. Subject to the terms and conditions of this Agreement, New Worthington grants to Worthington Steel a royalty-free, fully paid-up, perpetual, non-exclusive, non-transferable (except as permitted under Section 9.3), non-sublicensable (except as permitted under Section 2.2), worldwide license to use the Licensed Marks solely in connection with the marketing, advertisement, provision, distribution and sale by Worthington Steel of Licensed Goods and Services (the “License”). Subject to the terms and conditions of this Agreement, and in furtherance of the foregoing, Licensee shall be permitted to use the Licensed Marks as part of domain names as specified in Section 2.6.

2.2 Sublicensing. Worthington Steel may sublicense the License granted to it hereunder to its Affiliates and third Persons to the extent necessary in connection with the marketing advertisement, provision, distribution and sale of Worthington Steel’s Licensed Goods and Services; provided, that, in each case, any such sublicensee is bound in writing to all applicable terms and conditions of this Agreement. Worthington Steel shall be responsible for the failure by any of its Affiliates or other sublicensees to comply with the terms of this Agreement.

2.3 Limitations / New Marks. Worthington Steel is only licensed to use the Licensed Marks, and not any variations, adaptations, translations, or derivatives thereof. For the avoidance of doubt, Worthington Steel will only use the term WORTHINGTON as part of the WORTHINGTON STEEL composite Mark, and shall not use the term WORTHINGTON in a standalone form. If Worthington Steel desires to (a) use any variation, adaptation, translation, combination, or derivative of the Licensed Marks, (b) use any other New Worthington formative Mark or (c) use the Licensed Marks in combination with any other Marks, Worthington Steel shall seek New Worthington’s prior written approval, specifying the Marks that it desires to use, together with how it desires to use such Marks. If New Worthington determines that it would be advisable to perform a clearance search as part of the approval process, New Worthington may perform such clearance search with trademark counsel of its choosing, at Worthington Steel’s expense. If New Worthington approves Worthington Steel’s request, the Parties will amend the definition of Licensed Marks to include the newly approved Mark.

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2.4 Registration of the Licensed Marks.

(a) By New Worthington. New Worthington may, in its discretion, seek to apply for the registration of the Licensed Marks anywhere in the world. Upon request, Worthington Steel will provide New Worthington with reasonable assistance in connection with the prosecution and maintenance of applications and registrations of the Licensed Marks, including executing all documents and performing all acts as New Worthington reasonably deems necessary or desirable in connection therewith.

(b) By Worthington Steel. Worthington Steel shall not seek to apply for the registration of the Licensed Marks. Worthington Steel may request that New Worthington apply to register the Licensed Marks to the extent not already registered. New Worthington will not unreasonably withhold, condition, or delay its approval of any such request; provided, however, New Worthington may engage trademark counsel of its choosing to conduct clearance searches and to advise with respect to the risks and benefits of registering such Licensed Mark(s), all at Worthington Steel’s expense. If such counsel indicates that the use and registration of such Licensed Mark(s) in the applicable jurisdiction(s) is low-risk and recommends that the Parties proceed with registration, then New Worthington will apply to register such in connection with the applicable goods and services. If such counsel advises that the registration of any such Licensed Mark is not low risk, or if such counsel recommends against registration of any such Licensed Mark, then New Worthington may choose, in its sole discretion, whether or not to seek registration of such Licensed Mark.

(c) Prosecution and Maintenance. If New Worthington applies to register any of the Licensed Marks pursuant to Section 2.4(a) or (b), New Worthington will use commercially reasonable efforts to prosecute such applications and obtain and maintain the resulting registrations, all at Worthington Steel’s expense. Upon New Worthington’s request, Worthington Steel will provide New Worthington with reasonable assistance in connection with the prosecution of any applications for registration of the Licensed Marks, and in connection with the maintenance of any registrations.

2.5 Expansion of Licensed Goods and Services. Worthington Steel may request in writing to expand the Licensed Goods and Services to include new goods or services. New Worthington may approve or disapprove any such request in its sole discretion. If New Worthington approves any such request, the Parties will amend this Agreement to revise the definition of Licensed Goods and Services accordingly.

2.6 Domain Name Registrations. Worthington Steel shall have the right, at Worthington Steel’s sole expense, to register and renew the “worthingtonsteel” domain name in root domains with any top-level domains of Worthington Steel’s choosing. Three months following the Effective Date, and on each anniversary of the Effective Date, Worthington Steel shall provide New Worthington a list of all such domain name registrations, including for each domain name the registration date, the expiration date and the registrar.

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ARTICLE III.

OWNERSHIP AND INFRINGEMENT

3.1 Ownership of New Worthington Marks; Goodwill and Reservation of Rights. Worthington Steel acknowledges that, as between the Parties, New Worthington is the sole and exclusive owner of all right, title and interest in and to the Licensed Marks. Any and all goodwill arising from Worthington Steel’s use of the Licensed Marks shall inure solely to the benefit of New Worthington. Worthington Steel agrees that nothing in this Agreement shall give Worthington Steel any right, title or interest in the Licensed Marks other than the right to use the Licensed Marks in accordance with this Agreement. All rights in and to the Licensed Marks that are not expressly granted to Worthington Steel hereunder are reserved by New Worthington and its Affiliates. Worthington Steel acknowledges that nothing in this Agreement grants Worthington Steel the right to register or seek to register, or to permit any third party to register or to seek to register, the Licensed Marks in any jurisdiction. Consistent with the terms of this Agreement, and at Licensor’s sole expense, Worthington Steel shall perform all lawful acts and execute such instruments as New Worthington may reasonably request to register, confirm, evidence, maintain or protect New Worthington’s rights in the Licensed Marks.

3.2 No Inconsistent Action. Worthington Steel shall not: (a) assert any ownership of the Licensed Marks, contest the validity or enforceability of the Licensed Marks or challenge New Worthington’s right, title, interest in or ownership of the Licensed Marks, its registrations therefor or New Worthington’s right to license the same; (b) interfere with, oppose or challenge any of New Worthington’s applications for or registrations of the Licensed Marks (including domain name registrations) or interfere with, oppose or challenge the exploitation of the Licensed Marks by or on behalf of New Worthington; (c) apply for, or participate with or cause any other entity to apply for, the registration of any logo, symbol, trademark, service mark, company or corporate name, product name, domain name or commercial slogan that is confusingly similar to the Licensed Marks; or (d) take any action that would have a material adverse effect on the value, reputation or goodwill of the Licensed Marks or tarnish the Licensed Marks or materially harm New Worthington’s valuable goodwill in such Licensed Marks.

3.3 Infringement. Worthington Steel shall promptly notify New Worthington in writing of any actual or suspected infringement of the Licensed Marks by a third party of which Worthington Steel becomes aware and of any available evidence relating thereto. Worthington Steel shall cooperate with New Worthington’s efforts to investigate, terminate and recover damages for any actual or suspected infringement of the Licensed Marks and New Worthington shall reimburse Worthington Steel for any reasonable out-of-pocket expenses related thereto. New Worthington shall have the sole right, but not the obligation, to take action against any such actual or suspected infringement.

ARTICLE IV.

QUALITY STANDARDS

4.1 Quality Assurance. Worthington Steel agrees that the quality of the goods and services sold, distributed, performed, provided or otherwise commercialized by Worthington Steel and its Affiliates in connection with the Licensed Marks will be of the same or higher quality as the goods and services sold, distributed, performed, provided or otherwise

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commercialized by New Worthington and its Affiliates under the Licensed Marks, as applicable, in connection with Worthington Steel Business immediately prior to the Effective Date, and, in the event that Worthington Steel is permitted to provide any new goods or services under the Licensed Marks, of a quality so as to maintain the reputation and goodwill of New Worthington, its Affiliates and the Licensed Marks. Worthington Steel agrees to undertake any actions that New Worthington may reasonably request to assist New Worthington in monitoring the quality of the goods and services offered in connection with the Licensed Marks and the use of the Licensed Marks in connection with such goods and services in order for the New Worthington to protect its rights therein under applicable Law.

4.2 Compliance with Law. Worthington Steel shall use the Licensed Marks only in such manner as will comply with the provisions of applicable Laws relating thereto. Worthington Steel shall comply with all applicable Laws and obtain all appropriate governmental approvals pertaining to the production, distribution, provision sale, marketing and advertising of the Licensed Goods and Services and pertaining to the operation of its businesses operated under the Licensed Marks.

4.3 Form of Use. Worthington Steel shall use the Licensed Marks in a manner that is consistent with the branding guidelines that New Worthington has in place for the Licensed Marks and all quality specifications for color, style, typeface, size and all other artistic or reproduction requirements for Worthington Steel’s use of the Licensed Marks, in each case as may be provided to Worthington Steel from time to time by New Worthington in writing. New Worthington may update such branding guidelines or specifications from time to time; provided, however, that Worthington Steel will be given a reasonable period of time to comply with any changes to the branding guidelines or specifications. In all exploitations of the Licensed Marks, Worthington Steel shall include all notices and legends with respect to the Licensed Marks as are or may be required by applicable Laws. Without limiting the generality of the foregoing, Worthington Steel shall, to the extent practical, place the symbols “TM”, “^®” or other designations legally required or useful for enforcement of trademark or service mark rights next to the Licensed Marks consistent with the same manner in which New Worthington and its Affiliates use such symbols or other designations in connection with the other Marks owned by New Worthington.

ARTICLE V.

TERM AND TERMINATION

5.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and remain in effect perpetually, unless sooner terminated in accordance with Section 5.2 below, or by an agreement in writing signed by New Worthington and Worthington Steel.

5.2 Termination.

(a) Termination for Convenience. During the Term, Worthington Steel may terminate this Agreement at any time, with or without cause, upon written notice to New Worthington.

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(b) Termination for Cause. If Worthington Steel has breached any provision of this Agreement relating to the ownership, protection or use of the Licensed Marks or any of the quality requirements of Article IV, and does not cure such breach within thirty (30) days of its receipt of written notice of such breach from New Worthington, then New Worthington may terminate this Agreement upon written notice to Worthington Steel.

5.3 Effect of Termination. Upon expiration or termination of this Agreement or the License for any reason, the Persons among Worthington Steel and its Affiliates to whom such expiration or termination applies shall immediately (a) cease and refrain from any use of or reference to the Licensed Marks, (b) cease and refrain from any use of or reference to any marks or designs similar to or derived from the Licensed Marks, (c) not thereafter adopt, use or refer to any mark, logo, trade name, trade dress or other identification that is likely to be confused with either of the Licensed Marks, and (d) assign to New Worthington any applicable domain name registrations that contain the Licensed Marks. Notwithstanding the foregoing, if neither Worthington Steel nor any of its Affiliates is in breach of Article IV as of the date of termination or expiration, upon request from Worthington Steel, New Worthington will grant the applicable Persons an additional three (3) month period to transition off the use of the Licensed Marks.

5.4 Survival. In connection with the termination of this Agreement, Section 3.1, Section 5.3, and Section 5.4, and Article VI through Article IX shall continue to survive indefinitely.

ARTICLE VI.

DISCLAIMER OF WARRANTIES

WORTHINGTON STEEL ACKNOWLEDGES AND AGREES THAT THE LICENSED MARKS ARE LICENSED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND THAT WORTHINGTON STEEL ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF THE LICENSED MARKS. NEW WORTHINGTON HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSED MARKS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE VII.

LIMITATION OF LIABILITY

WITHOUT LIMITING EITHER PARTY’S LIABILITY UNDER THE SEPARATION AGREEMENT AND WITH THE EXCEPTION OF LIABILITY ARISING FROM A BREACH BY WORTHINGTON STEEL OF ARTICLE II, OR A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND CONTRACT), EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

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NEW WORTHINGTON AND ITS AFFILIATES SHALL NOT BE LIABLE FOR, OR BEAR ANY OBLIGATION IN RESPECT OF, ANY DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH WORTHINGTON STEEL’S, ITS AFFILIATES’ OR ANY THIRD PARTY’S USE OF THE LICENSED MARKS.

ARTICLE VIII.

INDEMNIFICATION

Worthington Steel shall indemnify, defend and hold harmless New Worthington and its Affiliates and its and their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns (the “New Worthington Indemnitees”) from and against any and all third party claims that arise out of the provision of goods and services by Worthington Steel or any of its sublicensees under the Licensed Marks and any other uses of the Licensed Marks by Worthington Steel or its sublicensees, except to the extent any such claims give rise to an indemnity obligation by New Worthington to Worthington Steel under the Separation Agreement. If any claim or action is asserted against any of the New Worthington Indemnitees that would entitle it to indemnification hereunder (a “Proceeding”), New Worthington will give prompt written notice thereof to Worthington Steel; provided, however, that the failure to give such timely notice will not affect the indemnification obligation hereunder, except to the extent that Worthington Steel demonstrates actual damage caused by such failure. Worthington Steel may elect to direct the defense or settlement of any such Proceeding by giving written notice to New Worthington, which election will be effective immediately upon receipt by the New Worthington of such written notice of election. Worthington Steel will have the right to employ counsel reasonably acceptable to New Worthington to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if Worthington Steel deems it advisable to do so, all at the expense of the Worthington Steel; provided that Worthington Steel will not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the applicable New Worthington Indemnitees from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of New Worthington. New Worthington will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the prior written consent of Worthington Steel. The Parties will fully cooperate with each other in any such Proceeding and will make available to each other any books or records useful for the defense of any such Proceeding.

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ARTICLE IX.

MISCELLANEOUS

9.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including .pdf, DocuSign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments, and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement or any other Ancillary Agreement, this Agreement shall control.

(c) Each Party represents on behalf of itself and each other member of its Group as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

9.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance, and remedies.

9.3 Assignment.

(a) Nothing herein shall restrict New Worthington from assigning or transferring any Licensed Marks to any Person; provided that any such Transfer shall have no effect on the license granted hereunder, and the Licensed Marks shall remain subject to this Agreement. This Agreement and the license granted hereunder are personal to Worthington Steel and shall not be assigned or otherwise transferred by Worthington Steel (including as a result of a sale of Worthington Steel or its business or assets or a direct or indirect change of control of Worthington Steel), or sublicensed (except as permitted in Section 2.2), hypothecated, pledged, or otherwise encumbered by Worthington Steel, in each case without New Worthington’s prior written consent, which consent may be granted or withheld in New Worthington’s sole discretion. Any nonconsensual assignment, transfer, hypothecation, pledge or encumbrance of this Agreement by Worthington Steel shall be invalid and of no force and effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

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9.4 Third Party Beneficiaries. Except for the indemnification rights under Article VIII of this Agreement of any New Worthington Indemnitee in their respective capacities as such and the provisions of Section 5.1(d) of the Separation Agreement as to directors and officers of the New Worthington Group and the Worthington Steel Group: (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) except the Parties hereto any rights or remedies hereunder; and (b) there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third Person (including, without limitation, any shareholders of New Worthington or shareholders of Worthington Steel) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

9.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.5).

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

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9.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

9.7 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.8 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement, or any other Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

9.9 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

9.10 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

9.11 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement, the Separation Agreement, or any other Ancillary Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

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9.12 Performance . Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any subsidiary or affiliate of such Party.

9.13 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

9.14 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

WORTHINGTON INDUSTRIES, INC.
By:
Name: Title:
WORTHINGTON STEEL, INC.
By:
Name: Title:

[Signature Page to Trademark License Agreement]

EX-10.5

Exhibit 10.5

WBS LICENSE AGREEMENT

BY AND BETWEEN

WORTHINGTON INDUSTRIES, INC.

AND

WORTHINGTON STEEL, INC.

DATED AS OF [⚫], 2023

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
1.1	Definitions		1
1.2	Interpretation		2
ARTICLE II. LICENSE			2
2.1	License Grant		2
2.2	Restrictions		2
2.3	Sublicensing		2
2.4	Delivery of Materials		3
2.5	Reservation of Rights		3
ARTICLE III. CONFIDENTIALITY			3
3.1	Confidentiality		3
3.2	Unauthorized Use or Disclosure		3
3.3	Protective Arrangements		3
ARTICLE IV. TERM AND TERMINATION			4
4.1	Term		4
4.2	Termination		4
4.3	Survival; Effect of Termination		4
ARTICLE V. DISCLAIMER OF WARRANTIES			4
ARTICLE VI. LIMITATION OF LIABILITY			5
ARTICLE VII. MISCELLANEOUS			5
7.1	Counterparts; Entire Agreement; Corporate Power		5
7.2	Governing Law		6
7.3	Assignability		6
7.4	Third Party Beneficiaries		6
7.5	Notices		6
7.6	Severability		7
7.7	Headings		7
7.8	Waivers of Default		7
7.9	Dispute Resolution		8
7.10	Amendments		8
7.11	Construction		8
7.12	Performance		8
7.13	Limited Liability		8
7.14	Exclusivity of Tax Matters		8

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WBS LICENSE AGREEMENT

This WBS LICENSE AGREEMENT (this “Agreement”) is entered into effective as of [ ⚫ ], 2023 (the “Effective Date”), by and between Worthington Industries, Inc., an Ohio corporation (“New Worthington”) and Worthington Steel, Inc., an Ohio corporation (“Worthington Steel”). New Worthington and Worthington Steel are each a “Party” and are sometimes referred to herein collectively as the “Parties”.

RECITALS

WHEREAS, New Worthington, acting together with its Subsidiaries, currently conducts the New Worthington Business and the Worthington Steel Business;

WHEREAS, New Worthington and Worthington Steel have entered into that certain Separation and Distribution Agreement dated as of [ ⚫ ], 2023 (as amended, restated, amended and restated and otherwise modified from time to time, the “Separation Agreement”) pursuant to which Worthington Steel will separate from the rest of New Worthington and be established as a separate, publicly traded company to operate the Worthington Steel Business;

WHEREAS, New Worthington, together with its Subsidiaries, owns the WBS, which is used in the Worthington Steel Business and in other businesses of the New Worthington Group;

WHEREAS, the WBS includes certain trade secrets, know-how and other Intellectual Property of the New Worthington Group; and

WHEREAS, as provided in the Separation Agreement, in connection with the Separation, New Worthington has agreed to grant to Worthington Steel, and Worthington Steel is willing to accept, a license to the WBS on the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants and agreements contained in this Agreement and in the Separation Agreement, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. Capitalized terms shall have the meanings set forth below in this Section 1.1 or elsewhere in this Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.

“Group(s)” means the New Worthington Group and/or the Worthington Steel Group, as applicable.

“WBS” means the set of proprietary business and management operating models, procedures, content and materials owned by New Worthington and its Subsidiaries, as they exist as of the Effective Date.

“New Worthington Group” means New Worthington and its Subsidiaries.

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“Worthington Steel Group” means Worthington Steel and its Subsidiaries.

1.2 Interpretation. In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the term “Agreement” or any other reference to an agreement shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement; (c) Article and Section references are to the Articles and Sections to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; and (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof.

ARTICLE II.

LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement, New Worthington grants to Worthington Steel a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, non-transferable (except as permitted under Section 7.3), license to use, modify, enhance and improve the WBS solely for the management and operation of the Worthington Steel Business (the “Purpose”).

2.2 Restrictions. For the avoidance of doubt, the WBS is licensed to Worthington Steel as the WBS exists as of the Effective Date, and New Worthington is under no obligation to provide upgrades, updates, enhancements, improvements, support or maintenance to the WBS. Without limiting New Worthington’s obligations under Section 2.4, New Worthington is under no obligation to provide Worthington Steel or any of its Affiliates with any assistance or technical information with respect to the WBS or otherwise. Except as expressly set forth in Section 2.3, Worthington Steel may not, directly or indirectly, allow any other Person to use or access the WBS, and may not, directly or indirectly, use or permit the use of the WBS for any purpose other than the Purpose.

2.3 Sublicensing. The foregoing license shall be sublicensable solely to (a) other members of the Worthington Steel Group and to (b) third party service providers of the Worthington Steel Group to the extent necessary to support the Worthington Steel Group’s operation of the Worthington Steel Business (each, a “Permitted Sublicensee”); provided that such Permitted Sublicensees are subject to written obligations to comply with all applicable terms and conditions of this Agreement. Worthington Steel shall be responsible for the failure by any Permitted Sublicensee to comply with, and Worthington Steel guarantees the compliance by each of its Permitted Sublicensees with, the terms of this Agreement (a breach of which by any such Permitted Sublicensee shall be deemed to be a breach by Worthington Steel).

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2.4 Delivery of Materials. For a period of one (1) year following the Effective Date, to the extent that Worthington Steel becomes aware that the personnel of the Worthington Steel Group are not in possession of any documentation (either in electronic or hard copy) that is in New Worthington’s possession or control as of the Effective Date and is reasonably necessary for the use of the WBS, promptly following Worthington Steel’s request, New Worthington will provide to Worthington Steel copies of such documentation (at New Worthington’s option, either in electronic or hard copy) as such documentation existed as of the Effective Date. Except as expressly set forth herein, (i) New Worthington shall have no further delivery obligations with respect to such documentation, and (ii) New Worthington will not provide electronic access to such documentation to Worthington Steel after the Effective Date.

2.5 Reservation of Rights. Worthington Steel acknowledges and agrees that the WBS contains valuable confidential information of New Worthington and is protected or able to be protected by domestic and foreign trade secret and copyright laws and other forms of proprietary rights. The Parties acknowledge and agree that, as between the Parties, New Worthington is the sole and exclusive owner of and shall retain all right, title and interest in and to the WBS, including all Intellectual Property rights therein. Any use of the WBS not specifically permitted under this Article II is expressly prohibited. All rights to the WBS not expressly granted hereunder by New Worthington are expressly reserved by New Worthington, and no other license or right is granted to Worthington Steel by implication, estoppel or otherwise. For the avoidance of doubt, New Worthington shall have the sole right to defend and enforce any and all Intellectual Property rights in the WBS.

ARTICLE III.

CONFIDENTIALITY

3.1 Confidentiality. Worthington Steel shall maintain the WBS in confidence, and shall not disclose or divulge the WBS or any information or materials relating to the WBS (collectively, the “WBS Confidential Information”) to any person who is not employed by or a director of a member of a Permitted Sublicensee, or use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement (including the granting of sublicenses in accordance with Article II, subject to confidentiality obligations at least as strict as those set forth herein). Worthington Steel hereby agrees to exercise every reasonable precaution to prevent and restrain the unauthorized disclosure of such WBS Confidential Information by any directors, officers or employees of the Worthington Steel and its Permitted Sublicensees.

3.2 Unauthorized Use or Disclosure. If Worthington Steel determines that it or any of its Permitted Sublicensees or any of its or their respective Representatives has used or disclosed the WBS Confidential Information in violation of this Agreement, it shall promptly notify New Worthington and shall promptly take action to prevent any further unauthorized use or disclosure, including where appropriate, terminating the applicable personnel’s access to the applicable WBS Confidential Information. The Parties will reasonably cooperate with each other in investigating the apparent unauthorized use or disclosure of the applicable WBS Confidential Information.

3.3 Protective Arrangements. In the event that Worthington Steel is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which its shares are traded, to disclose any WBS Confidential Information, Worthington Steel shall provide New Worthington with written

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notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that Worthington shall have an opportunity to seek an appropriate protective order, at New Worthington’s own cost and expense. In the event that New Worthington fails to receive a protective order in time, then Worthington Steel may thereafter disclose the WBS Confidential Information, but only to the extent required.

ARTICLE IV.

TERM AND TERMINATION

4.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and remain in effect perpetually, unless sooner terminated in accordance with Section 4.2 below, or by the Parties’ mutual agreement.

4.2 Termination.

(a) Termination for Convenience. During the Term, Worthington Steel may terminate this Agreement at any time, with or without cause, upon written notice to New Worthington.

(b) Termination for Cause. New Worthington may terminate this Agreement immediately upon written notice to Worthington Steel if Worthington Steel materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice thereof.

4.3 Survival; Effect of Termination. The following Sections and Articles shall survive termination of this Agreement; Article I, Article III, this Section 4.3, Article V, Article VI, and Article VII. Upon termination of this Agreement, Worthington Steel shall cease any and all use of the WBS, promptly (and in any event within thirty (30) days) return to New Worthington or destroy (at Worthington’s option) all written WBS Confidential Information of WBS, and all copies thereof then in Worthington Steel’s possession or control.

ARTICLE V.

DISCLAIMER OF WARRANTIES

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE WBS IS LICENSED “AS IS”, WITHOUT WARRANTY OF ANY KIND, AND THAT WORTHINGTON STEEL ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF THE WBS. NEW WORTHINGTON HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WBS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

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ARTICLE VI.

LIMITATION OF LIABILITY

WITHOUT LIMITING EITHER PARTY’S LIABILITY UNDER THE SEPARATION AGREEMENT AND WITH THE EXCEPTION OF LIABILITY ARISING FROM A BREACH BY WORTHINGTON STEEL OF ARTICLE II OR ARTICLE III, OR A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND CONTRACT), EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

NEW WORTHINGTON AND ITS AFFILIATES SHALL NOT BE LIABLE FOR, OR BEAR ANY OBLIGATION IN RESPECT OF, ANY DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH WORTHINGTON STEEL’S OR ITS SUBLICENSEES’ USE OF THE WBS.

ARTICLE VII.

MISCELLANEOUS

7.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile, electronic mail (including .pdf, DocuSign or other electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(b) This Agreement and the Separation Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments, and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein. With respect to the subject matter of this Agreement, in the event of a conflict between this Agreement and the Separation Agreement or any other Ancillary Agreement, this Agreement shall control.

(c) Each Party represents on behalf of itself and each other member of its Group as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

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7.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Ohio, irrespective of the choice of laws principles of the State of Ohio, including all matters of validity, construction, effect, enforceability, performance, and remedies.

7.3 Assignability.

(a) Nothing herein shall restrict New Worthington from assigning or transferring the WBS to any Person; provided that any such assignment or transfer shall have no effect on the license granted hereunder, and the WBS shall remain subject to this Agreement.

(b) This Agreement and the license granted hereunder are personal to Worthington Steel and shall not be assigned or otherwise transferred by Worthington Steel (including as a result of a sale of Worthington Steel or its business or assets or a direct or indirect change of control of Worthington Steel) or sublicensed (except as permitted in Section 2.3), hypothecated, pledged, or otherwise encumbered by Worthington Steel, in each case without New Worthington’s prior written consent, which consent may be granted or withheld in New Worthington’s sole discretion. Any nonconsensual assignment, transfer, hypothecation, pledge or encumbrance of this Agreement by Worthington Steel shall be invalid and of no force and effect.

(c) Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors (whether by Contract, operation of Law or otherwise) and permitted assigns.

7.4 Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of a Party) except the Parties hereto any rights or remedies hereunder; and there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any third Person (including, without limitation, any shareholders of the Parties) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

7.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.5).

6

If to New Worthington, to:

Worthington Industries, Inc.

200 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Patrick Kennedy, General Counsel

Email: patrick.kennedy@worthingtonindustries.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attention: Cathy Birkeland; Christopher Drewry

Email: cathy.birkeland@lw.com; christopher.drewry@lw.com

If to Worthington Steel, to:

Worthington Steel, Inc.

100 West Old Wilson Bridge Road

Columbus, OH 43085

Attention: Michaune Tillman, General Counsel

Email: michaune.tillman@worthingtonindustries.com

Either Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

7.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

7.7 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

7.8 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement, the Separation Agreement, or any other Ancillary Agreement, shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

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7.9 Dispute Resolution. Any and all disputes, controversies and claims arising hereunder, including with respect to the validity, interpretation, performance, breach or termination of this Agreement shall be resolved through the procedures provided in Article IV of the Separation Agreement.

7.10 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

7.11 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement, the Separation Agreement, or any other Ancillary Agreements. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

7.12 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any subsidiary or affiliate of such Party.

7.13 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of New Worthington or Worthington Steel, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of New Worthington or Worthington Steel, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of New Worthington or Worthington Steel, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

7.14 Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

WORTHINGTON INDUSTRIES, INC.

By:

Name:

Title:

WORTHINGTON STEEL, INC.

By:

Name:

Title:

[Signature Page to WBS License Agreement]

EX-99.1

Exhibit 99.1

, 20

Dear Worthington Industries, Inc. Shareholder:

On September 29, 2022, we announced our intention to separate our company into two independent, publicly-traded companies. Completion of the separation will create (i) a market-leading company with premier brands in fast-growing, attractive end markets in consumer products, building products and sustainable energy solutions that will operate under a new name, Worthington Enterprises, Inc. (“New Worthington”) and (ii) a market-leading, value-added steel processing company with a differentiated capability set, sophisticated supply chain and price risk management solutions and expanded product offerings in electrical steel laminations and laser welding solutions, named Worthington Steel, Inc. (“Worthington Steel”). The separation will occur by means of a pro rata distribution of 100% of the outstanding common shares of Worthington Steel to Worthington Industries, Inc. (“Worthington”) shareholders as of the record date. Following the separation, each company is expected to be positioned to have enhanced agility and sharpened strategic focus, capital structures and capital allocation strategies that are tailored to each company’s strategy, improved shareholder value creation opportunities, and outstanding boards of directors and management teams.

Worthington Steel will be comprised of Worthington’s existing steel processing business and certain other assets and liabilities that Worthington is expected to contribute to Worthington Steel prior to the separation. As a standalone entity, Worthington Steel is expected to be a market-leading, value-added steel processor and producer of electrical steel laminations and automotive lightweighting solutions, positioned to capitalize on expanding opportunities in electrification, sustainability and infrastructure spending. Worthington Steel is expected to have a differentiated capability set and sophisticated supply chain and price risk management solutions to serve its blue chip customers, grow market share and increase margins. Worthington Steel is expected to continue leveraging the Worthington Business System to power a winning culture, higher growth and profitability through transformation, innovation and acquisitions.

New Worthington is expected to be a market-leading company with premier brands in attractive end markets in consumer products, building products and sustainable energy solutions. As a more focused company, New Worthington is expected to be well-positioned to capitalize on key trends in sustainability, technology, remodeling and construction and outdoor living. New Worthington is expected to continue to pursue a growth strategy focused on leveraging its robust new product pipeline of sustainable, tech-enabled solutions to disrupt mature markets. New Worthington is expected to continue to leverage the Worthington Business System. The new company is anticipated to have a high-margin and asset-light profile, which is expected to enable strong free cash flow generation and returns for shareholders. Further, New Worthington’s value is expected to no longer be highly correlated to the price of steel, providing the opportunity for premium sector multiples.

The separation will provide Worthington shareholders as of the record date with ownership interests in both New Worthington and Worthington Steel. The separation will be in the form of a pro rata distribution of 100% of the outstanding common shares of Worthington Steel to Worthington shareholders as of the record date. Each Worthington shareholder will receive     common share(s) of Worthington Steel for every    common share(s) of Worthington held on    (the “record date” for the distribution).

You do not need to take any action to receive the common shares of Worthington Steel to which you are entitled as a Worthington shareholder. You also do not need to pay any consideration, to exchange or surrender your existing common shares of Worthington or take any other action in order to receive the common shares of Worthington Steel to which you are entitled.

The distribution is intended to be tax-free to Worthington shareholders as of the record date for U.S. federal income tax purposes, except for cash received in lieu of fractional common shares. You should consult your own

tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and non-U.S. tax laws.

I encourage you to read the information statement, which is being provided to all Worthington shareholders who held common shares of Worthington on the record date. The information statement describes the separation and the distribution in detail and contains important business and financial information about Worthington Steel.

We believe the separation is a significant and exciting step in our company’s history, and we remain committed to working on your behalf to continue to build long-term shareholder value.

Sincerely,

Andy Rose

President and Chief Executive Officer

Worthington Industries, Inc.

, 20

Dear Future Worthington Steel, Inc. Shareholder:

We are excited to welcome you as a shareholder of Worthington Steel, Inc. (“Worthington Steel”). We are proud of our heritage and are committed to using our experienced management team, talented employees, outstanding brand and leading market position to establish our own independent record of strong performance.

Worthington Steel is a market-leading, value-added steel processing business with best-in-class expanded product offerings in electrical steel laminations and laser welding solutions. For the fiscal year ended May 31, 2023, the Worthington Steel business generated $3.6 billion in net sales. Worthington Steel intends to continue its balanced approach to capital allocation and maintain a strong balance sheet and a dividend policy that is consistent with the historic practices of Worthington Industries, Inc. (“Worthington”).

As a standalone company, we believe we will have a differentiated capability set and sophisticated supply chain and price risk management solutions to serve our blue chip customers, grow market share and increase margins. We intend to continue leveraging the Worthington Business System to power a winning culture, higher growth and profitability through transformation, innovation and acquisitions.

Our outstanding team has a strong Worthington legacy and seeks to make continuous improvement part of everything we do.

I personally invite you to learn more about Worthington Steel and our strategic initiatives by reading the accompanying information statement. With our strong foundation derived from Worthington, Worthington Steel is set up well for what we believe will be our best days to come.

Sincerely,

Geoff Gilmore

Chief Executive Officer

Worthington Steel, Inc.

Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED OCTOBER 25, 2023

INFORMATION STATEMENT

Worthington Steel, Inc.

This information statement is being furnished in connection with the pro rata distribution by Worthington Industries, Inc. (“Worthington”) to its shareholders of 100% of the outstanding common shares of Worthington Steel, Inc., a wholly-owned subsidiary of Worthington that will hold, directly or indirectly, the assets and liabilities associated with Worthington’s steel processing business (“Worthington Steel” or the “Company”). Upon completion of the distribution, Worthington will change its name to Worthington Enterprises, Inc. (“New Worthington”).

For every    common share(s) of Worthington held of record by you as of the close of business on    (the “record date” for the distribution), you will receive    common share(s) of Worthington Steel. You will receive cash in lieu of any fractional common shares of Worthington Steel that you would have received after application of the above ratio.

The distribution is intended to be tax-free to Worthington shareholders for U.S. federal income tax purposes, except for cash received in lieu of fractional common shares.

No vote of Worthington shareholders is required to complete the distribution. Therefore, you are not being asked for any proxy in connection with the distribution. You also do not need to pay any consideration, to exchange or surrender your existing common shares of Worthington or to take any other action in order to receive the common shares of Worthington Steel to which you are entitled.

There is no current trading market for Worthington Steel’s common shares. Worthington Steel expects that a limited market, commonly known as a “when-issued” trading market, will develop shortly before the distribution date, and further expects that “regular-way” trading will begin on the first trading day following the distribution. Worthington Steel has applied to have its common shares authorized for listing on the New York Stock Exchange (the “NYSE”) under the symbol “WS.” Following the distribution, New Worthington will trade on the NYSE under the symbol “WOR.”

In reviewing this information statement, you should carefully consider the matters described under “Risk Factors” beginning on page 15.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is    .

A Notice of Internet Availability of Information Statement Materials containing instructions describing how to access this information statement was first mailed to Worthington shareholders on or about    . This information statement will be mailed to those Worthington shareholders who previously elected to receive a paper copy of such materials.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION	iii
INFORMATION STATEMENT SUMMARY	1
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA	13
RISK FACTORS	15
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	39
DIVIDEND POLICY	42
CAPITALIZATION	43
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	52
BUSINESS	75
MANAGEMENT	90
EXECUTIVE COMPENSATION	96
DIRECTOR COMPENSATION	123
WORTHINGTON STEEL 2023 LONG-TERM INCENTIVE PLAN INFORMATION	124
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	125
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	135
THE SEPARATION AND DISTRIBUTION	136
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION TO U.S. HOLDERS	143
DESCRIPTION OF CERTAIN INDEBTEDNESS	147
DESCRIPTION OF CAPITAL STOCK	148
WHERE YOU CAN FIND MORE INFORMATION	155
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE	F-1

i

Presentation of Information

Except as otherwise indicated or unless the context otherwise requires, references herein to: (i) “Worthington Steel,” the “Company,” “we,” “us” and “our” refer to Worthington Steel, Inc., an Ohio corporation, and its consolidated subsidiaries after giving effect to the separation or, with respect to historical information, the business and operations of Worthington’s steel processing segment that will be transferred to the Company in connection with the separation and distribution. In connection with the separation and distribution, Worthington Industries, Inc., will change its name to “Worthington Enterprises, Inc.” References herein to the terms “Worthington,” “Parent” and “New Worthington,” when used in a historical context, refer to Worthington Industries, Inc., an Ohio corporation, and its consolidated subsidiaries (including Worthington Steel and all of its subsidiaries) and, when used in the future tense, refer to Worthington Enterprises, Inc., an Ohio corporation, and its consolidated subsidiaries after giving effect to the separation and distribution.

In connection with the separation and distribution, we will enter into a series of transactions with Worthington pursuant to which Worthington will transfer the assets and liabilities of its steel processing business and certain other assets and liabilities to us in exchange for a Cash Distribution, as defined herein. As used herein: (i) the “separation” refers to the separation of the steel processing business from Worthington and the creation of a separate, publicly-traded company holding the steel processing business; and (ii) the “distribution” refers to the pro rata distribution of 100% of the common shares of Worthington Steel owned by Worthington as of the record date to Worthington shareholders. Except as otherwise indicated or unless the context otherwise requires, the information in this information statement about Worthington Steel assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution.

Market, Industry and Other Data

Unless otherwise indicated, information in this information statement concerning our industry, the industries we serve and the markets in which we operate, including our general expectations, market position, market opportunity and market share, is based on information from third-party sources and management estimates. Management estimates are derived from publicly available information and reports provided to us (including reports from S&P Global Mobility and other industry publications, surveys and forecasts), our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Management estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause future performance to differ materially from our assumptions and estimates. See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.”

S&P reports, data and information referenced herein (the “S&P Materials”) are the copyrighted property of S&P Global Inc. and its subsidiaries (“S&P”). The S&P Materials are from sources considered reliable; however, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses published by S&P representations of fact. The S&P Materials speak as of the original publication date thereof and are subject to change without notice. S&P and other trademarks appearing in the S&P Materials are the property of S&P or their respective owners.

Trademarks and Trade Names

The name and mark, Worthington Steel, and other of our trademarks, trade names and service marks appearing in this information statement are our property or, as applicable, licensed to us, or, as applicable, are the property of Worthington. The name and mark, Worthington, New Worthington, and other trademarks, trade names and service marks of Worthington appearing in this information statement are the property of Worthington.

ii

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

What is Worthington Steel and why is Worthington separating Worthington Steel’s business and distributing Worthington Steel’s common shares?	Worthington Steel, which is currently a wholly-owned subsidiary of Worthington, was formed to hold Worthington’s steel processing business. The separation of Worthington Steel from Worthington and the distribution of Worthington Steel common shares are intended to provide you with equity investments in two separate, publicly-traded companies that will each be able to focus on its respective business strategies. Worthington and Worthington Steel believe that the separation will result in enhanced long-term performance of each business for the reasons discussed in “The Separation and Distribution—Background” and “The Separation and Distribution—Reasons for the Separation.”
Why am I receiving this information statement?	Worthington is delivering this information statement to you because you are a holder of record of common shares of Worthington. If you are a holder of Worthington common shares as of the close of business on    (the record date for the distribution), you will be entitled to receive common share(s) of Worthington Steel for every    common share(s) of Worthington that you held at the close of business on such date. This information statement will help you understand how the separation and distribution will affect your investment in Worthington and your investment in us after the separation.
How will the separation of Worthington Steel from Worthington work?	To accomplish the separation of Worthington Steel into a separate, publicly-traded company, Worthington will distribute 100% of our outstanding common shares to Worthington shareholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional common shares.
Why is the separation of Worthington Steel structured as a distribution?	Worthington believes that a distribution of our common shares to Worthington shareholders that is tax-free for U.S. federal income tax purposes is an efficient way to separate the steel processing business in a manner that will create long-term value for Worthington and its shareholders.
What is the record date for the distribution?	The record date for the distribution will be    .
When will the distribution occur?	It is expected that 100% of our common shares will be distributed by Worthington on    to holders of record of Worthington common shares as of the close of business on    (the record date for the distribution).
What do Worthington shareholders need to do to participate in the distribution?	Worthington shareholders as of the record date are not required to take any action to receive our common shares in the distribution, but you are urged to read this entire information statement carefully. No shareholder approval of the distribution is required, and you are not being asked for a proxy. You also do not need to pay any consideration, exchange or surrender your existing common shares of Worthington or take any other action to receive the common shares of Worthington Steel to which you are entitled. The distribution will not affect the number of outstanding common shares of Worthington or any rights of Worthington shareholders, although it will affect the market value of each outstanding common share of Worthington.

iii

How will common shares of Worthington Steel be issued? You will receive our common shares through the same or substantially similar channels that you currently use to hold or trade common shares of Worthington (whether through a brokerage account, 401(k) plan or other channel). Receipt of our common shares will be documented for you in substantially the same manner that you typically receive shareholder updates, such as monthly broker statements and 401(k) statements.   If you own common shares of Worthington as of the record date, Worthington, with the assistance of Broadridge Corporate Issuer Solutions, LLC, the distribution agent, transfer agent and registrar for our common shares (“Broadridge”), will electronically distribute our common shares to you or to your brokerage firm on your behalf by way of direct registration in book-entry form. Broadridge will mail you a book-entry account statement that reflects your common shares of Worthington Steel, or your bank or brokerage firm will credit your account for such common shares.

How many common shares of Worthington Steel will I receive in the distribution?

Worthington will distribute to you    of our common share(s) for every    common share(s) of Worthington held by you as of the record date. Based on approximately    common shares of Worthington outstanding as of    , assuming a distribution of 100% of our common shares and applying the distribution ratio (without accounting for cash to be issued in lieu of fractional common shares), we expect that a total of approximately    of our common shares will be distributed to Worthington. See “The Separation and Distribution.”

Will Worthington Steel issue fractional common shares in the distribution?

No. Worthington Steel will not issue fractional common shares in the distribution. Fractional common shares that Worthington shareholders would otherwise have been entitled to receive will be aggregated into whole common shares and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional common share such shareholder would otherwise be entitled to receive) to those shareholders who would otherwise have been entitled to receive fractional common shares. Recipients of cash in lieu of fractional common shares will not be entitled to any interest on the amounts of payment made in lieu of fractional common shares. The receipt of cash in lieu of a fractional common shares generally will be taxable to the recipient shareholders for U.S. federal income tax purposes as described in “Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders.”

What are the conditions to the distribution? The distribution is subject to final approval by our board of directors (the “Board”) and the board of directors of Worthington (the “Worthington Board”), or a duly authorized committee thereof, as well as the following conditions:   •  the transfer of assets and liabilities to us in accordance with the separation agreement will have been completed, other than assets and liabilities intended to transfer after the distribution;   •  Worthington will have received an opinion of Latham & Watkins LLP, tax counsel to Worthington, regarding the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and

iv

368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”);

•  the making of a cash distribution of approximately $150.0 million (the “Cash Distribution”) from Worthington Steel to Worthington as partial consideration for the contribution of assets from Worthington to Worthington Steel in connection with the separation, and the determination by Worthington in its sole discretion that following the separation, Worthington will have no further liability or obligation whatsoever with respect to any of the financing arrangements that Worthington Steel will be entering into in connection with the separation;

•  the SEC will have declared effective the registration statement on Form 10 of which this information statement forms a part, no stop order suspending the effectiveness of the registration statement will be in effect, no proceedings for such purpose will be pending before or threatened by the SEC and this information statement (or a Notice of Internet Availability) will have been mailed to Worthington shareholders;

•  all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws will have been taken and, where applicable, will have become effective or been accepted by the applicable governmental authority;

•  the transaction agreements relating to the separation will have been duly executed and delivered by the parties thereto;

•  the financing transactions contemplated by the separation agreement will have been completed;

•  no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions will be in effect;

•  the common shares of Worthington Steel to be distributed will have been accepted for listing on the NYSE, subject to official notice of distribution;

•  Worthington will have entered into a distribution agent agreement with, or provided instructions regarding the distribution to, Broadridge as distribution agent;

•  all material governmental approvals necessary to consummate the distribution and to permit the operation of our business after the separation substantially as it is currently conducted will have been obtained;

•  Worthington will have requested the resignation of each person who is an officer or director of Worthington Steel prior to the separation and who will continue solely as an officer or director of Worthington following the separation;

•  the financing described in “Description of Certain Indebtedness” will have been completed; and

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	•  no other event or development will have occurred or exist that, in the judgment of the Worthington Board, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions. Neither we nor Worthington can assure you that any or all of these conditions will be met, and Worthington may also waive conditions to the distribution in its sole discretion and proceed with the distribution even if such conditions have not been met. If the distribution is completed and the Worthington Board waived any such condition, such waiver could have a material adverse effect on (i) New Worthington’s and Worthington Steel’s respective business, financial condition or results of operations, (ii) the trading price of Worthington Steel’s common shares or (iii) the ability of stockholders to sell their Worthington Steel shares after the distribution, including, without limitation, as a result of (a) illiquid trading if Worthington Steel common shares are not accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution. If Worthington elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Worthington will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as Worthington determines to be necessary and appropriate in accordance with applicable law. In addition, Worthington can decline at any time to go forward with the separation and distribution. See “The Separation and Distribution—Conditions to the Distribution.”
What is the expected date of completion of the separation and distribution?	The completion and timing of the separation and distribution are dependent upon a number of conditions. It is expected that 100% of our common shares will be distributed by Worthington on to holders of record of Worthington common shares as of the close of business on   (the record date for the distribution). However, no assurance can be provided as to the timing of the separation or that all conditions to the distribution will be met.
Can Worthington decide to cancel the distribution of Worthington Steel common shares even if all the conditions have been met?	Yes. The distribution is subject to the satisfaction or waiver of certain conditions as described in “The Separation and Distribution—Conditions to the Distribution.” Until the distribution has occurred, Worthington has the right to terminate, modify or abandon the distribution, even if all of the conditions are satisfied.
What if I want to sell my Worthington or Worthington Steel common shares?	You should consult with your financial advisor, such as your brokerage firm, bank or tax advisor.
What is “regular-way” and “ex-distribution” trading of Worthington common shares?	Beginning shortly before the distribution date and continuing through the distribution date, it is expected that there will be two markets in Worthington common shares: a “regular-way” market and an “ex-distribution” market. Common shares of Worthington that trade in the “regular-way” market will trade with an entitlement to our common shares distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to our common shares distributed pursuant to the distribution.

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If you decide to sell any common shares of Worthington before the distribution date, you should ensure that your brokerage firm, bank or other nominee understands whether you want to sell your common shares of Worthington with or without your entitlement to our common shares distributed pursuant to the distribution.

Where will I be able to trade common shares of Worthington Steel?

Worthington Steel intends to apply to list Worthington Steel’s common shares on the NYSE under the symbol “WS.” We anticipate that trading in our common shares will begin on a “when-issued” basis shortly before the distribution date and will continue up to the distribution date. We anticipate that “regular-way” trading in our common shares will begin on the first trading day following the completion of the distribution. If trading begins on a “when-issued” basis, you may purchase or sell our common shares up to the distribution date, but your transaction will not settle until after the distribution date. We cannot predict the trading prices for our common shares before, on or after the distribution date.

What will happen to the listing of Worthington common shares?	Upon completion of the distribution, Worthington will change its name to Worthington Enterprises, Inc. After the distribution, New Worthington common shares will trade on the NYSE under the symbol “WOR.”
Will the number of common shares of Worthington that I own change as a result of the distribution?	No. The number of common shares of Worthington that you own will not change as a result of the distribution.
Will the distribution affect the market price of my common shares of New Worthington?	Yes. As a result of the distribution, Worthington expects the trading price of common shares of New Worthington immediately following the distribution to be lower than the “regular-way” trading price of such common shares immediately prior to the distribution because the trading price will no longer reflect the value of the steel processing business. There can be no assurance that the aggregate market value of the New Worthington common shares and our common shares following the separation will be higher or lower than the market value of Worthington common shares if the separation did not occur. This means, for example, that after the distribution, the combined trading prices of one common share of New Worthington and    of our common share(s) (representing the number of our common shares to be received per every one common share of Worthington in the distribution) may be equal to, greater than or less than the trading price of one common share of Worthington before the distribution.
What will happen to outstanding Worthington equity-based compensation awards?	In connection with the separation and distribution, outstanding equity-based awards will generally be equitably adjusted in a manner that is intended to preserve the aggregate intrinsic value of such awards as of immediately before and after the distribution. The specific treatment of outstanding equity-based compensation awards in connection with the separation will be governed by the employee matters agreement that we will enter into with New Worthington. See “Certain Relationships and Related Party Transactions—Agreements with New Worthington—Employee Matters Agreement—Incentive Award Adjustments” for information related to the treatment of outstanding equity-based awards.

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What are the U.S. federal income tax consequences of the separation and the distribution?

The distribution is conditioned upon, among other things, Worthington’s receipt of an opinion of Latham & Watkins LLP, tax counsel to Worthington, regarding the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. The opinion of tax counsel will be based on certain factual assumptions, representations and undertakings and subject to qualifications and limitations. If the distribution, together with certain related transactions, qualifies as a reorganization, then for U.S. federal income tax purposes, U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders”) will not recognize gain or loss or include any amount in taxable income (other than with respect to cash received in lieu of fractional common shares) as a result of the distribution. The material U.S. federal income tax consequences of the distribution are described in the section entitled “Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders.” Each Worthington shareholder is encouraged to consult its tax advisor as to the specific tax consequences of the distribution to such shareholder, including the effect of any state, local and non-U.S. tax laws and of changes in applicable tax laws.

How will I determine my tax basis in the common shares of Worthington Steel that I receive in the distribution?

For U.S. federal income tax purposes, assuming that the distribution, together with certain related transactions, qualifies as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, the tax basis in the common shares of Worthington that a Worthington shareholder holds immediately prior to the distribution will be allocated between such shareholder’s common shares of New Worthington and the common shares of Worthington Steel received in the distribution (including any fractional common share interest for which cash is received) in proportion to their relative fair market values. See “Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders” for a more detailed description of the effects of the distribution on Worthington shareholders’ tax basis in common shares of New Worthington and common shares of Worthington Steel. Each Worthington shareholder is encouraged to consult its tax advisor as to how this allocation will work based on such shareholder’s situation (including if common shares of Worthington were purchased by such shareholder at different times or for different amounts) and regarding any particular consequences of the distribution to such shareholder, including the application of state, local and non-U.S. tax laws.

What will Worthington Steel’s relationship be with New Worthington following the separation? Worthington Steel expects to enter into a separation agreement with Worthington to effect the separation and provide a framework for our relationship with New Worthington after the separation. We also expect to enter into certain other agreements, including a transition services agreement, an employee matters agreement, a tax matters agreement, a trademark license agreement, a WBS license agreement and a steel supply agreement. These agreements will govern the separation between us and Worthington of the assets, employees, services, liabilities and obligations (including their respective investments, property and employee benefits and tax-related assets and liabilities) of Worthington and its subsidiaries attributable to periods prior to, at and after the separation and will govern certain relationships between us and New Worthington after the separation. See “Certain Relationships and Related Person Transactions” and “Risk Factors—Risks Related to the Separation.”

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Who will manage Worthington Steel after the separation?	Worthington Steel benefits from having in place a management team with an extensive background in the steel processing business. Led by Geoff Gilmore, who will serve as our President and Chief Executive Officer, Tim Adams, who will serve as our Vice President and Chief Financial Officer, and Jeff Klingler, who will serve as our Executive Vice President and Chief Operating Officer, Worthington Steel’s management team possesses deep knowledge of, and extensive experience in, our industry. See “Management.”
Are there risks associated with owning Worthington Steel common shares?	Yes. Ownership of our common shares is subject to both general and specific risks, including those relating to our business, the industries we serve, our ongoing contractual relationships with New Worthington after the separation and our status as a separate, publicly-traded company. Ownership of our common shares is also subject to risks relating to the separation. These risks are described in the “Risk Factors” section of this information statement beginning on page 16. You are encouraged to read that section carefully.
Will the rights of holders of our common shares differ from the rights of the holders of common shares of New Worthington?	Both Worthington Steel and New Worthington were incorporated under the laws of the State of Ohio. The rights of holders of our common shares are expected to be generally consistent with the rights of holders of common shares of New Worthington under each company’s respective governing documents at the time of the distribution. See “Description of Capital Stock” for a description of the rights of holders of our common shares.
Does Worthington Steel plan to pay dividends?	Subject to any preferential rights of any outstanding preferred shares, holders of our common shares will be entitled to receive ratably the dividends, if any, as may be declared from time to time by our Board out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of us, holders of our common shares would be entitled to ratable distribution of our assets remaining after the payment in full of liabilities and any preferential rights of any then-outstanding preferred share. See “Dividend Policy.”
Will Worthington Steel incur any indebtedness prior to or at the time of the distribution?	Yes, we anticipate having certain indebtedness upon completion of the separation. Additional details regarding such financing arrangements will be provided in subsequent amendments to this information statement. See “Description of Certain Indebtedness” and “Risk Factors—Risks Related to Our Business.”
Who will be the distribution agent, transfer agent, registrar and information agent for the Worthington Steel common shares?	The distribution agent, transfer agent and registrar for our common shares will be Broadridge. Broadridge will also serve as the information agent for the distribution. For questions relating to the transfer or mechanics of the distribution, you should contact: Broadridge Corporate Issuer Solutions, LLC 51 Mercedes Way Edgewood, NY 11717 Telephone: +1 (844) 943-0717
Where can I find more information about each of Worthington and Worthington Steel?	Before the distribution, if you have any questions relating to Worthington’s business performance, you should contact Worthington at: Marcus Rogier Treasurer & Investor Relations Officer Worthington Industries, Inc. Telephone: +1 (614) 840-4663 Email: Marcus.Rogier@worthingtonindustries.com

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After the distribution, Worthington Steel shareholders who have any questions relating to our business performance should contact us at:

Melissa Dykstra

Vice President, Corporate Communications & Investor Relations

Worthington Steel, Inc.

Telephone: +1 (614) 840-4144

Email: Melissa.Dykstra@worthingtonindustries.com

We maintain an internet website at     . Our website, and the information contained on or accessible through our website, is not incorporated by reference in this information statement.

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INFORMATION STATEMENT SUMMARY

This summary highlights information included elsewhere in this information statement and does not contain all of the information that may be important to you. You should read this entire information statement carefully, including “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and the notes thereto (the “Combined Financial Statements”).

Business Summary

Overview

Worthington Steel is one of North America’s premier value-added steel processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market leading positions in the North American carbon flat-rolled steel and tailor welded blanks industries and, with the recent acquisition of Tempel Steel Company (“Tempel”), we are now one of the largest global producers of electrical steel laminations. Our unique offering of value-added solutions combined with our technical and market expertise rooted in our people-first philosophy has fostered deep, long-lasting relationships with our customers and furthered our position as a market leader. We believe this leading market position across multiple value-added products and services combined with strong customer relationships positions us to capitalize on expanding opportunities in electrification, sustainability, and infrastructure spending.

We believe our key investment attributes to be:

• Long-standing customer relationships focused on value creation and best-in-class service delivery

• Manufacturing scale enabling proximity to customers and suppliers, operational efficiencies, and purchasing power

• Attractive growth opportunities via strategic capital investments and/or value-enhancing acquisitions

• A market-leading supplier to growing end markets

• Well-positioned to capitalize on growth opportunities for our electrical steel products we expect to result from the anticipated global shift toward electrified vehicles

For nearly 70 years, we have been delivering high quality steel processing capabilities across a variety of end-markets including automotive, heavy truck, agriculture, construction, and energy. With the ability to produce customized steel solutions, we aim to be the preferred value-added steel processor in the markets we serve by delivering highly technical, customer-specific solutions, while also providing advanced materials support and price risk management solutions to optimize customer supply chains. Our scale and operating footprint allow us to achieve an advantaged cost structure and service platform supported by a strategic operating footprint.

Our people-first philosophy is rooted in the belief that people are our most important asset, which serves as the basis for our unwavering commitment to our employees, customers, suppliers, and investors. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing new products and applications, and pursuing strategic investments and acquisitions.

For the fiscal year ended May 31, 2023, we delivered approximately 4.0 million tons of value-added processed steel, generating net sales of $3.6 billion compared to 4.3 million tons and net sales of $4.1 billion in fiscal 2022.

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Net earnings attributable to controlling interest and adjusted earnings before interest and taxes (“adjusted EBIT”) were $87.1 million and $136.2 million, respectively, in fiscal 2023 compared to $180.4 million and $230.7 million, respectively, in fiscal 2022.

Adjusted EBIT is a non-GAAP measure used by management to assess operating performance. For further information regarding our use of this non-GAAP measure as well as a reconciliation to the most comparable GAAP measure, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement.

The following pie chart presents our net sales by end-market for the fiscal year ended May 31, 2023:

Net Sales by End Market (Fiscal 2023)

Value-Added Products and Services

We believe our diversified portfolio of products and services makes us a premier value-added steel processor in the markets we serve. We generate sales by processing and selling flat-rolled steel coils, which we source primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. Our product lines and processing capabilities include:

• Carbon Flat-Roll Steel Processing

• Electrical Steel Laminations

• Tailor Welded Products

We can sell steel on a direct basis, whereby we are exposed to the risk and rewards of ownership of the material while in our possession. Alternatively, we can also toll process steel under a fee for service arrangement whereby we process customer-owned material. Please refer to the “Business” section for more detail on “Value-Added Products and Services.”

Our Key Strengths

Strong and differentiated positions in key markets

We strive to be a collaborative partner to our customers by delivering complex and value-added solutions that meet our customers’ most demanding and performance-critical applications. We believe our portfolio of differentiated and value-added solutions is unique in the service center industry and provides for a competitive advantage that we will continue to leverage to create value for all of our stakeholders. We believe few service centers in North America offer the same breadth of value-added processing capabilities as Worthington Steel. Our market expertise extends beyond steel processing to include end-to-end supply chain management and price risk management solutions for customers seeking to develop efficient supply chains and reduce risk. In doing so, we have become one of the largest participants in North America’s steel futures market.

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Through our TWB Company, LLC (“TWB”) joint venture, which operates 11 manufacturing facilities across North America, we believe we are the largest independent tailor welded blank operation in the region with capabilities that include mild carbon steel, advanced high strength steel and aluminum. Worthington Steel’s product offering is further differentiated by our electrical steel capabilities. With manufacturing facilities in both North America and Asia Pacific, we are one of the leading global providers of electrical steel laminations for motors, generators, and transformers.

Strong operating platform guided by the Worthington Philosophy and driven by the Worthington Business System

The backbone of our culture is the Worthington Philosophy, which was memorialized in 1968 by our founder, John H. McConnell. The Worthington Philosophy is rooted in the ‘Golden Rule,’ which serves as the basis for an unwavering commitment to our key stakeholders – our employees, customers, suppliers, and shareholders – and helps drive strong partnerships, not only with our customers and suppliers, but our employees as well.

We follow a people-first philosophy, with the primary goal of driving value creation for our shareholders. We seek to accomplish this by optimizing existing operations, commercializing value-added offerings, and pursuing strategic capital investments and acquisitions. Our employees at all levels work together under the framework of the Worthington Business System to develop cross-functional solutions across our operations, including back-office support, to drive efficiency by streamlining costs and reducing waste while maintaining the operational agility necessary to respond to the wide range of environments in which we operate.

Further, we are committed to protecting the safety and health of our workforce and the environment, while using resources in a responsible and sustainable manner, subscribing to internationally recognized measures of consistent performance metrics relating to health, safety, security, and the environment.

As outlined below, the Worthington Business System is rooted in the Worthington Philosophy and designed to drive continuous improvement through use of enabling tools and technologies that help drive results and inform our business decisions:

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Well-positioned to capitalize on growth opportunities for our electrical steel products we expect to result from the anticipated global shift toward electrified vehicles

While the expected shift away from internal combustion powered vehicles may reduce demand for certain of our processed steel products in the automotive end market, we believe we are well-positioned to benefit from the anticipated once-in-a-lifetime industry tailwinds associated with the global shift to electrified vehicles over the coming decade. As one of the largest suppliers of highly engineered, precision-stamped, electrical steel laminations in the world, we aim to be the preferred supplier of electrical steel laminations to our blue-chip automobile original equipment manufacturer (OEM) customers as demand continues to grow. As shown by the chart below, battery electric and hybrid vehicles are expected to make up approximately two-thirds of all vehicles produced in North America and approximately 90% and 80% of all vehicles produced in Europe and Greater China, respectively, by 2030. Due to our leading position as a supplier of laminations in the electric generator and transformer markets, we are also well-positioned to capitalize on growth opportunities associated with expanding and modernizing the existing power infrastructure and charging network.

Worthington Steel’s operating footprint provides strategic jurisdictional advantages due to its proximity to both its suppliers and automobile OEM customer base. As a result, we are well-positioned to benefit from financial incentives in the form of tax credits and rebates for localizing the development of an electric vehicle ecosystem in North America and globally.

Deep and long-standing relationships with customers

We focus on providing superior customer service and delivering best-in-class products and services, which result in deeply entrenched and long-lasting customer relationships, many of which span decades, particularly with our automobile OEM customers. Our uniform quality control processes across downstream operations, including cold rolling, hot-dipped galvanizing, tailor welded blanking, pickling, and stamping electrical steel laminations allows us to deliver value-added and tailored products that meet our customers’ most demanding and technical applications.

Our customer relationships entail more than just steel processing. We work collaboratively with our customers to reduce material costs and provide supply chain management to minimize downstream impacts, including effective price risk management initiatives that aim to reduce risk across the entire supply chain by aligning

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customer demand with production and supply. Our Technical Services Team, composed of metallurgical engineers, material scientists and other technical experts, focus on pre-sale material specification and selection, as well as after-sale material performance, and can help customers select the best products for their specific business needs.

We believe our customer-centric approach to fostering meaningful and mutually beneficial relationships with our customers gives us a significant competitive advantage and are proud to have repeatedly received recognition from several of our blue-chip customers.

Our scale allows us to create highly efficient supply chains supported by a highly experienced workforce

We maintain an operating portfolio comprised of key manufacturing facilities and operations strategically located near both suppliers and customers, which allows us to compete effectively in our selected end-markets across numerous geographies. We have long-standing relationships with our suppliers that we believe are mutually beneficial. Furthermore, many of our sites have multiple operations under one roof, allowing us to remain dynamic and responsive to the changing demands of our customers, further minimizing in-transit work in progress inventory, and reducing logistics costs. In-house forecasting expertise generates early signals for potentially significant changes in automotive platform demand, giving us the ability to flex our operations accordingly. Our production lines are operated by a highly skilled workforce with decades of accumulated operational experience and an exceptional safety record, by industry standards. We believe our efficient supply chains and the collective knowledge base of our workforce is very difficult to replicate and is a key contributing factor in our ability to produce high-quality products and solutions on a consistent basis.

Attractive growth prospects through continued disciplined strategic capital investments and acquisitions

Applying a disciplined approach to capital deployment has been, and will continue to be, a core part of our business strategy. We have successfully used strategic capital expenditures and selective acquisitions to strengthen our competitive position, enter new markets, and accelerate growth. Recent examples of strategic capital expenditures include a $17 million project to add an additional pot to our hot-dip galvanizing line in Monroe, Michigan, to produce Type 1 aluminized steels for the automotive industry to support light weighting as well as a $3 million investment in laser welding capacity to support a new OEM battery electric vehicle and $13 million of investment in new electrical steel lamination press capacity in Mexico, China, and India to support growth in electrified vehicles.

Recent acquisitions include two completed in fiscal 2022 that have enabled us to scale our business by offering a more comprehensive range of products and services while also expanding into new markets: 1) the June 2021 acquisition of Shiloh Industries’ U.S. BlankLight business (“Shiloh”) and 2) the December 2021 acquisition of Tempel. The Shiloh acquisition has allowed us to expand both the capacity and capabilities of our tailor welded blank joint venture, TWB, while the Tempel acquisition added one of the world’s leading manufacturers of precision motor and transformer laminations for the electrical steel market.

Balance sheet strength and flexibility

We expect to maintain a flexible capital structure with modest leverage and ample liquidity that will enable us to pursue strategic investments and value-enhancing acquisitions. We anticipate having sufficient cash on hand, committed credit availability and debt capacity to execute on our business strategy and to utilize operating cash flow to strategically invest in corporate development and organic growth initiatives. A disciplined capital allocation framework and rigorous process will be applied in the evaluation of organic and acquisition opportunities with the requirement to meet stringent return criteria in order to maintain moderate leverage levels that allow us to remain operationally nimble while deploying capital to improve our return on invested capital metrics.

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Experienced and proven management team

Our leadership team consists of long-tenured leaders from Worthington who have a proven track record of delivering on growth and operational excellence through various economic cycles. The Worthington Steel leadership team will be comprised of Geoff Gilmore as Chief Executive Officer, Tim Adams as Chief Financial Officer, and Jeff Klingler as Chief Operating Officer; together they have accumulated a collective 75 years of experience at Worthington and will continue working together to create sustainable value through execution of our growth and business strategies.

Our Growth and Business Strategies

Capitalize on key growth trends

Worthington Steel is uniquely positioned to capitalize on several key growth trends, including the global decarbonization of transportation, the energy transition to renewable sources, and restoration of aging American infrastructure.

Partner with our customers to help them meet their goals and overcome supply chain challenges specific to their businesses

We collaborate with our customers across all of our end-markets to deliver solutions that meet performance-critical specifications and strive to give our customers a competitive advantage in terms of meeting fuel efficiency, strength, and safety requirements. We partner with our customers to develop tailored solutions for evolving quality and service requirements, which enables the deep, entrenched relationships with our blue-chip customer base.

Strategically grow our presence in electrical steel

The fiscal 2022 acquisition of Tempel has grown our global operating footprint in key geographic markets, which complements the continued development of the electric vehicle ecosystem. We expect to continue growing our

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portfolio of highly technical electrical steel products and capabilities with a strong local manufacturing and product development focus with the goal of capturing market share in the growing electric vehicle and transformer markets.

Drive continuous improvement through use of the Worthington Business System

We intend to continue to implement operational improvements by applying lean techniques to streamline costs and reduce waste within manufacturing, commercial, sourcing and supply chain. Through continuous improvement initiatives, we believe we can achieve improved metrics for product quality, service, delivery, workforce safety, and waste reduction to further optimize cost, productivity and efficiencies, while creating a resilient and efficient operating platform that can remain agile regardless of external market conditions.

Expand our value-added offerings and leading market positions through disciplined strategic investments and acquisitions

Following the separation, Worthington Steel will be well-positioned to expand our leading market positions and scale through organic and strategic growth initiatives. Utilizing a disciplined growth strategy, we plan to selectively seek opportunities to strengthen our existing portfolio while expanding into new metals-related value-added products and services, which will result from a combination of new product development, strategic capital expenditures, and/or acquisitions.

Alongside our efforts to optimize our existing manufacturing facilities, we have also identified opportunities to profitably add incremental production capacity to enhance our North American footprint and grow our positions in certain markets, particularly for our electrical steel products and services.

We have, and intend to continue, to evaluate various strategic capital expenditure projects that allow us to develop additional business where we already have deep expertise, relationships with prominent customers, and a strong track record of performance. We remain committed to applying a disciplined approach to evaluating any opportunity, focusing on those with exposure to high-growth, target end-markets and the potential to be immediately financially accretive.

The Separation and Distribution

The Separation and Distribution

On September 29, 2022, Worthington announced its intention to separate its steel processing business from the remainder of its businesses.

It is expected that the Worthington Board, or a duly authorized committee thereof, will approve the pro rata distribution of 100% of our issued and outstanding common shares, on the basis of    of our common share(s) for every    common share(s) of Worthington held as of the close of business on     (the record date for the distribution).

Our Post-Separation Relationship with New Worthington

Prior to the completion of the distribution, we will be a wholly-owned subsidiary of Worthington, and all of our outstanding common shares will be owned by Worthington. Following the separation and distribution, we and New Worthington will operate as separate publicly-traded companies.

Prior to the completion of the distribution, we will enter into a separation agreement with Worthington (the “separation agreement”). We will also enter into various other agreements to provide a framework for our relationship with Worthington after the separation, including a transition services agreement, an employee

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matters agreement, a tax matters agreement, a trademark license agreement, a WBS license agreement and a steel supply agreement. These agreements will provide for the allocation between us and New Worthington of the assets, employees, services, liabilities and obligations (including their respective investments, property and employee benefits and tax-related assets and liabilities) of Worthington and its subsidiaries attributable to periods prior to, at and after the separation and will govern certain relationships between us and New Worthington after the separation. In exchange for the transfer of the assets and liabilities of Worthington’s steel processing business and certain other assets and liabilities to us, we will deliver to Worthington a Cash Distribution. For additional information regarding the separation agreement and such other agreements, please refer to sections entitled “The Separation and Distribution Agreement,” “Certain Relationships and Related Person Transactions” and “Risk Factors—Risks Related to the Separation and Our Relationship with New Worthington.”

Reasons for the Separation

The Worthington Board believes that separating its steel processing business from the remainder of Worthington is in the best interests of Worthington and its shareholders at this time for the following reasons:

• Enhanced Agility and Sharpened Strategic Focus. The separation will allow each company to more effectively pursue its own distinct businesses, operating priorities and strategies. The separation will enable the management teams of each of the two companies to focus on strengthening their respective core businesses and operations, more effectively address unique operating needs, and pursue distinct and targeted opportunities for long-term growth and profitability.

• Tailored Capital Structures and Capital Allocation Strategies. Each company is expected to have modest leverage and ample liquidity combined with strong cash flows, providing flexibility to deploy capital toward its specific growth opportunities. As a result of the separation, we will have our own capital structure and the ability to deploy capital toward executing Worthington Steel’s distinct business strategy which may require larger capital outlays, without the need to balance both Worthington’s priorities for its other businesses and maintaining an investment grade rating.

• Employee Incentives, Recruitment, and Retention. The separation will allow each company to more effectively recruit, retain, and motivate employees through stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and performance of the respective businesses. In addition, the separation will allow incentive structures and targets at each company to be better aligned with each underlying business. Following the separation, the performance of Worthington Steel’s employees will be directly tied to its performance, making it a better tool for compensating Worthington Steel’s employees.

• Creation of Independent Equity Securities. The separation will create independent equity securities, affording Worthington Steel direct access to the capital markets, enabling it to use its own industry-focused stock to consummate future acquisitions or other transactions. As a result, Worthington Steel will have more flexibility to capitalize on its unique strategic opportunities.

• Shareholder Value Creation Opportunities. The separation will create two more focused businesses with differentiated investment theses, making each company easier for investors to understand and appropriately value against a comparable peer set. Our business differs from the New Worthington businesses in several respects, including the exposure to steel market dynamics. We believe the separation will allow investors to evaluate the performance and future growth prospects of each company’s respective businesses and to invest in each company separately based on its distinct characteristics. The transaction would also allow Worthington Steel to target an investor base that is more knowledgeable about steel processing businesses, in line with the active investor base in its peers.

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The Worthington Board also considered the following potentially negative factors in evaluating the separation:

• Loss of Joint Purchasing Power and Increased Costs. As a current part of Worthington, the steel processing business that will become our business benefits from Worthington’s size and purchasing power in procuring certain goods, services and technologies. After the separation, as a separate, independent entity, we may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Worthington obtained prior to the separation. We may also incur costs for certain functions previously performed by Worthington, such as accounting, tax, legal, human resources and other general administrative functions, that are higher than the amounts reflected in our historical financial statements, which could cause our profitability to decrease.

• Disruptions to the Businesses as a Result of the Separation. The actions required to separate our and New Worthington’s respective businesses could disrupt our and New Worthington’s operations after the separation.

• Increased Significance of Certain Costs and Liabilities. Certain costs and liabilities that were otherwise less significant to Worthington as a whole will be more significant for us and New Worthington, after the separation, as stand-alone companies.

• One-time Costs of the Separation. We (and prior to the separation, Worthington) will incur costs in connection with the transition to being a standalone publicly-traded company that may include accounting, tax (including transaction taxes), legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel and costs to separate information systems.

• Inability to Realize Anticipated Benefits of the Separation. We may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others, the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business, following the separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of Worthington, and following the separation, our business will be less diversified than Worthington’s businesses prior to the separation.

• Limitations Placed upon Us as a result of the Tax Matters Agreement. Under the tax matters agreement that we will enter into with New Worthington, we will be restricted from taking or failing to take certain actions if such action or failure to act could adversely affect the U.S. federal income tax treatment of the distribution and certain related transactions. These restrictions may limit for a period of time our ability to pursue certain transactions that we may believe to be in the best interests of our shareholders or that might increase the value of our business.

While all of the bullets above are considered to be potentially negative factors to us, only the second, third, fourth and fifth bullets above are considered to be potentially negative factors to Worthington.

The Worthington Board concluded that the potential benefits of the separation outweighed these factors. See “The Separation and Distribution—Reasons for the Separation” and “Risk Factors.”

Description of Certain Indebtedness

We intend to enter into certain financing arrangements prior to or concurrently with the separation and distribution. Additional details regarding such financing arrangements will be provided in subsequent amendments to this information statement. See “Description of Certain Indebtedness” and “Risk Factors—Risks Related to Our Business.”

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Risk Factors Summary

An investment in our common shares is subject to a number of risks, including risks relating to the separation, the successful implementation of our strategy and the ability to grow our business. The following list of risk factors is not exhaustive. See “Risk Factors” for a more thorough description of these and other risks.

• The automotive and construction industries account for a significant portion of our net sales, and reduced demand from these industries could adversely affect our business.

• We face intense competition which may cause decreased demand, decreased market share and/or reduced prices for our products and services.

• Our operating results may be adversely affected by continued volatility in steel prices.

• Our operating results may be affected by fluctuations in raw material prices and our ability to pass on increases in raw material costs to our customers.

• The costs of manufacturing our products and/or our ability to meet our customers’ demands could be negatively impacted if we experience interruptions in deliveries of needed raw materials or supplies.

• Our business could be harmed if we fail to maintain proper inventory levels.

• The loss of significant volume from our key customers could adversely affect us.

• Many of our key end markets, such as automotive and construction, are cyclical in nature.

• Significant reductions in sales to any of the Detroit Three automakers, or to our automotive-related customers in general, could have a negative impact on our business.

• Our business is highly competitive, and increased competition could negatively impact our financial results.

• If steel prices increase compared to certain substitute materials, the demand for our products could be negatively impacted, which could have an adverse effect on our financial results.

• Increasing freight and energy costs could increase our operating costs or the costs of our suppliers, which could have an adverse effect on our financial results.

• The COVID-19 pandemic has significantly impacted the global economy and has had and could continue to have material adverse effects on our business, financial position, results of operations and cash flows.

• The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.

• We are subject to information system security risks and systems integration issues that could disrupt our operations.

• A change in the relationship between the members of any of our joint ventures may have an adverse effect on that joint venture and our financial results.

• Our business requires capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements.

• We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our results of operations and liquidity.

• If we are required to raise capital in the future, we could face higher borrowing costs, less available capital, more stringent terms and tighter covenants or, in extreme conditions, an inability to raise capital.

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• Our operations have historically been subject to seasonal fluctuations that may impact our cash flows for a particular period.

• We have no history of operating as a separate, publicly-traded company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

• As a separate, publicly-traded company, we may not enjoy the same benefits that we did as a part of Worthington.

• If the distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, New Worthington and its shareholders could incur significant tax liabilities, and we could be required to indemnify New Worthington for taxes that could be material pursuant to indemnification obligations under the tax matters agreement.

• We might not be able to engage in certain transactions and equity issuances following the distribution.

• After the distribution, certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interests in New Worthington.

• We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our business.

• We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

• We cannot be certain that an active trading market for our common shares will develop or be sustained after the separation, and following the separation, the trading price of our common shares may fluctuate significantly.

• If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common shares may be negatively affected.

• The obligations associated with our being a stand-alone public company will require significant resources and management attention.

• The market price of our common shares may be volatile, which could cause the value of your investment to decline.

• We cannot guarantee the payment of dividends on our common shares, or the timing or amount of any such dividends.

• Our business is cyclical and weakness or downturns in the general economy or certain industries could have an adverse effect on our business.

• Volatility in the U.S. and worldwide capital and credit markets could impact our end markets and result in negative impacts on demand, increased credit and collection risks and other adverse effects on our business.

Corporate Information

We were incorporated in Ohio on February 28, 2023, for the purpose of holding Worthington’s steel processing business in connection with the separation and the distribution. Prior to the separation, which is expected to occur immediately prior to completion of the distribution, we had no operations. The address of our principal executive offices is 100 Old Wilson Bridge Road, Columbus, Ohio 43085. Our telephone number is (614) 438-3210.

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We maintain an internet website at    . Our website, and the information contained on or accessible through our website, is not incorporated by reference in this information statement.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Worthington shareholders who will receive our common shares in the distribution. This information statement is not, and should not be construed as, an inducement or encouragement to buy or sell any securities. The information in this information statement is believed by us to be accurate as of the date set forth on its cover. Changes may occur after that date, and neither we nor Worthington will update the information except in the normal course of our and Worthington’s respective disclosure obligations and practices.

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following summary historical and unaudited pro forma combined financial data reflects the combined financial statements of the steel processing business of Parent. We derived the summary historical combined statement of earnings for the three months ended August 31, 2023 and 2022, and the fiscal years ended May 31, 2023, 2022, and 2021 and the summary historical combined balance sheet data as of August 31, 2023, May 31, 2023 and May 31, 2022, as set forth below, from our historical combined financial statements, which are included elsewhere in this information statement. We derived the summary unaudited pro forma combined statements of earnings for the three months ended August 31, 2023, and the fiscal year ended May 31, 2023, and the summary unaudited pro forma combined balance sheet data as of August 31, 2023, as set forth below, from our unaudited pro forma combined financial information included in the “Unaudited Pro Forma Combined Financial Information” section of this information statement.

We have historically operated as part of Parent and not as a separate, publicly traded company. Our combined financial statements have been derived from Parent’s historical accounting records and are presented on a carve-out basis. All sales, costs, assets and liabilities directly associated with our business activity are included as a component of the pro forma combined financial statements. The pro forma combined financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Parent’s corporate office and from other Worthington businesses to us and allocations of related assets, liabilities, and net parent investment, as applicable. While these allocations have been determined on a reasonable basis, the amounts are not necessarily representative of the amounts that would have been reflected in the combined financial statements had we been an entity that operated separately from Parent during the periods presented.

The summary unaudited pro forma combined financial data presented has been prepared to reflect the transactions described in “Unaudited Pro Forma Combined Financial Statements” section (the “Transactions”). The summary unaudited pro forma combined financial data has been derived from our unaudited pro forma combined financial statements included elsewhere in this information statement. The unaudited pro forma combined statements of earnings for the three months ended August 31, 2023, and the fiscal year ended May 31, 2023, give effect to the transactions described below as if they had occurred on June 1, 2022, the first day of fiscal 2023. The unaudited pro forma combined balance sheet data reflects our financial position as if the Transactions had occurred on August 31, 2023, our latest balance sheet date. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information.

The summary unaudited pro forma combined financial statements are not necessarily indicative of our results of operations or financial condition had the Transactions been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition that would have resulted had we been operating as a separate, publicly traded company during such periods. In addition, they are not necessarily indicative of our future results of operations, financial position or cash flows.

This summary historical and pro forma combined financial data should be reviewed in combination with “Unaudited Pro Forma Combined Financial Statements,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements and accompanying notes included elsewhere in this information statement. The unaudited pro forma combined financial information constitutes forward-looking information and is subject to certain risks and uncertainties that

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could cause actual results to differ materially from those anticipated. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this information statement.

	Pro Forma						Historical
	Three Months Ended August 31,			Fiscal Year Ended May 31,			Three Months Ended August 31,						Fiscal Years Ended May 31,
(In thousands)	2023 (Unaudited)			2023 (Unaudited)			2023 (Unaudited)			2022 (Unaudited)			2023			2022			2021
Selected Statements of Earnings Data:
Net sales	$	906,728		$	3,611,587		$	905,828		$	1,074,638		$	3,607,687		$	4,068,934		$	2,127,404
Cost of goods sold		777,274			3,271,182			777,274			986,033			3,271,182			3,673,474			1,756,564
Gross margin		129,454			340,405			128,554			88,605			336,505			395,460			370,840
Selling, general and administrative expense		51,328			197,497			53,804			47,345			200,847			180,288			147,435
Impairment of long-lived assets		1,401			2,112			1,401			312			2,112			3,076			—
Restructuring and other (income) expense, net		—			(4,204	)		—			78			(4,204	)		(14,480	)		1,883
Separation costs		3,626			17,515			3,626			—			17,515			—			—
Operating income		73,099			127,485			69,723			40,870			120,235			226,576			221,522
Other income (expense):
Miscellaneous income (expense), net		947			3,731			947			224			3,731			870			(347	)
Interest (expense) income, net		(3,371	)		(13,811	)		(536	)		(1,329	)		(2,999	)		(3,024	)		12
Equity in net income of unconsolidated affiliate		8,957			7,725			8,957			1,770			7,725			29,787			15,965
Earnings before income taxes		79,632			125,130			79,091			41,535			128,692			254,209			237,152
Income tax expense		17,163			28,164			17,036			10,257			28,995			53,956			48,483
Net earnings		62,469			96,966			62,055			31,278			99,697			200,253			188,669
Net earnings attributable to noncontrolling interests		3,597			12,642			3,597			1,162			12,642			19,878			17,655
Net earnings attributable to controlling interest	$	58,872		$	84,324		$	58,458		$	30,116		$	87,055		$	180,375		$	171,014

	Pro Forma		Historical		Historical
	As of August 31,				As of May 31
(In thousands)	2023 (Unaudited)		2023 (Unaudited)		2023		2022
Balance Sheet Data:
Cash and cash equivalents	$	27,401	$	27,401	$	32,678	$	20,052
Total assets		1,857,754		1,846,726		1,764,365		2,084,026
Total liabilities		746,763		599,323		609,790		817,665
Total equity		1,110,991		1,247,403		1,154,575		1,266,361
Total liabilities and equity		1,857,754		1,846,726		1,764,365		2,084,026

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RISK FACTORS

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this information statement. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

Risks Related to Our Business

General Economic or Industry Downturns and Weakness

The automotive and construction industries account for a significant portion of our net sales, and reduced demand from these industries could adversely affect our business. An overall downturn in the general economy, a disruption in capital and credit markets, high inflation, high unemployment, reduced consumer confidence or other factors, could cause reductions in demand from our end markets in general and, in particular, the automotive and construction end markets. If demand for the products we sell to the automotive, construction or other end markets which we supply were to be reduced, our sales, financial results and cash flows could be negatively affected.

We face intense competition which may cause decreased demand, decreased market share and/or reduced prices for our products and services. Our business operates in industries that are highly competitive and have been subject to increasing consolidation of customers. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our business and financial results.

Financial difficulties and bankruptcy filings by our customers could have an adverse impact on our business. In past years, some customers have experienced, and some continue to experience, whether due to the novel coronavirus (“COVID-19”) pandemic, the war in Ukraine, inflationary pressures, or otherwise, challenging financial conditions. The financial difficulties of certain customers and/or their failure to obtain credit or otherwise improve their overall financial condition could result in changes within the markets we serve, including plant closings, decreased production, reduced demand, changes in product mix, unfavorable changes in the prices, terms or conditions we are able to obtain and other changes that may result in decreased purchases from us and otherwise negatively impact our business. These conditions also increase the risk that our customers may delay or default on their payment obligations to us. If the general economy or any of our markets decline, the risk of bankruptcy filings by and financial difficulties of our customers may increase. While we have taken and will continue to take steps intended to mitigate the impact of financial difficulties and potential bankruptcy filings by our customers, these matters could have a negative impact on our business.

Raw Material Pricing and Availability

Our operating results may be adversely affected by continued volatility in steel prices. Over the past three years, steel prices have increased significantly due to supplier consolidation, tight mill orders due to the COVID-19 pandemic, the war in Ukraine and tariffs on foreign steel. More recently, the volatility in the steel market resulted in steel prices rapidly decreasing before increasing again. If steel or other raw material prices were to decrease, competitive conditions or contractual obligations may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials then on hand to complete orders for which the selling prices have decreased, which results in inventory holding losses. Decreasing steel prices could also require us to write-down the value of our inventory to reflect current net realizable value.

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Our operating results may be affected by fluctuations in raw material prices and our ability to pass on increases in raw material costs to our customers. Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. These factors include general economic conditions, domestic and worldwide supply and demand, high inflation, the influence of hedge funds and other investment funds participating in commodity markets, curtailed production from major suppliers due to factors such as the closing or idling of facilities, COVID-19 or other pandemics, international conflicts, accidents or equipment breakdowns, repairs or catastrophic events, labor costs, shortages, strikes or other problems, competition, new laws and regulations, import duties, tariffs, energy costs, availability and cost of steel inputs (e.g., ore, scrap, coke and energy), foreign currency exchange rates and other factors described in the immediately following paragraph. This volatility, as well as any increases in raw material costs, could significantly affect our steel costs and adversely impact our financial results. To manage our exposure to market risk, where possible, we match our customer pricing terms to the pricing terms offered to us by our suppliers in order to minimize the impact of market fluctuations on our margins. However, should our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, in an environment of increasing prices for steel and other raw materials, competitive conditions or contractual obligations may impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected.

The costs of manufacturing our products and/or our ability to meet our customers’ demands could be negatively impacted if we experience interruptions in deliveries of needed raw materials or supplies. If, for any reason, our supply of flat-rolled steel (including electrical steel) or other key raw materials, such as zinc or other supplies is curtailed or we are otherwise unable to obtain the quantities we need at competitive prices, our business could suffer and our financial results could be adversely affected. Such interruptions could result from a number of factors, including a shortage of capacity in the supplier base of raw materials, energy or the inputs needed to make steel or other supplies, a failure of suppliers to fulfill their supply or delivery obligations, financial difficulties of suppliers resulting in the closing or idling of supplier facilities, other significant events affecting supplier facilities, significant weather events, those factors listed in the immediately preceding paragraph or other factors beyond our control like pandemics such as COVID-19. Further, the number of domestic suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and this consolidation may continue. However, historically we have been able to replace supplier relationships with little or no significant interruption to our business.

An increase in the spread between the price of steel and steel scrap prices can have a negative impact on our margins. No matter how efficient, our operations, which use steel as a raw material, create some amount of scrap. The expected price of scrap compared to the price of the steel raw material is factored into pricing. Generally, as the price of steel increases, the price of scrap increases by a similar amount. When increases in scrap prices do not keep pace with the increases in the price of the steel raw material, it can have a negative impact on our margins.

Inventories

Our business could be harmed if we fail to maintain proper inventory levels. We are required to maintain sufficient inventories to accommodate the needs of our customers including, in many cases, short lead times and just-in-time delivery requirements. Although we typically have customer orders in hand prior to placement of our raw material orders, we anticipate and forecast customer demand. We purchase raw materials on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon orders, customer volume expectations, historic buying practices and market conditions. Inventory levels in excess of customer demand may result in the use of higher-priced inventory to fill orders reflecting lower selling prices, if raw material prices have significantly decreased. For example, if steel prices decrease, we could be forced to use higher-priced steel then on hand to complete orders for which the selling price has decreased. These events could adversely affect our financial results. Conversely, if we underestimate demand for our products or if our suppliers fail to supply quality products in a timely manner, we may experience inventory shortages. Inventory

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shortages could result in unfilled orders, negatively impacting our customer relationships and resulting in lost revenues, which could harm our business and adversely affect our financial results.

Customers and Suppliers

The loss of significant volume from our key customers could adversely affect us. A significant loss of, or decrease in, business from any of our key customers could have an adverse effect on our sales and financial results if we cannot obtain replacement business. Also, due to consolidation in the industries we serve, including the automotive, and construction industries, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers. We generally do not have long-term contracts with our customers. As a result, although our customers periodically provide notice of their future product needs and purchases, they generally purchase our products on an order-by-order basis, and the relationship, as well as particular orders, can be terminated at any time.

Many of our key end markets, such as automotive and construction, are cyclical in nature. Many of our key end markets, such as automotive and construction, are cyclical and can be impacted by both market demand and raw material supply, particularly with respect to steel. The demand for our products is directly related to, and quickly impacted by, customer demand in our end markets, which can change as the result of changes in the general U.S. or worldwide economies and other factors beyond our control. Adverse changes in demand or pricing can have a negative effect on our business.

Significant reductions in sales to any of the Detroit Three automakers, or to our automotive-related customers in general, could have a negative impact on our business. Approximately 50% of our net sales are to automotive-related customers. Although we do sell to the domestic operations of foreign automakers and their suppliers, a significant portion of our automotive sales are to Ford, General Motors, and Stellantis North America (the “Detroit Three automakers”) and their suppliers. A reduction in sales for any of the Detroit Three automakers, as well as additional or prolonged idling of production facilities in response to COVID-19 or other related supply chain constraints, has negatively impacted and could continue to negatively impact our business. In addition, some automakers have begun using greater amounts of aluminum and smaller proportions of steel in some new models, thereby reducing the demand for certain of our products.

The United Auto Workers (“UAW”) strikes against the Detroit Three automakers could have material adverse effects on our business, financial position, results of operations and cash flows. The automotive industry is one of the largest consumers of flat-rolled steel, and the largest end market for our Steel Processing operating segment. While the duration and scope of the initial and any future UAW strikes against the Detroit Three automakers, as well as the corresponding impact on the business of suppliers to the Detroit Three automakers and the impact on our own business, financial position, results of operations and cash flow, are impossible to predict at this time, the prolonged idling of our customers’ production facilities in response to the strikes could have a material adverse impact on us. The extent to which the UAW strikes will impact us will depend on future developments, which cannot be predicted and are highly uncertain. The ultimate impact on our business, financial position, results of operations and cash flows will depend on factors beyond our control including the duration and scope of the strikes.

The closing or relocation of customer facilities could adversely affect us. Our ability to meet delivery requirements and the overall cost of our products as delivered to customer facilities are important competitive factors. If customers close or move their production facilities further away from our manufacturing facilities which can supply them, it could have an adverse effect on our ability to meet competitive conditions, which could result in the loss of sales. Likewise, if customers move their production facilities outside the U.S., it could result in the loss of potential sales for us.

Sales conflicts with our customers and/or suppliers may adversely impact us. In some instances, we may compete with one or more of our customers and/or suppliers in pursuing the same business. Such conflicts may strain our relationships with the parties involved, which could adversely affect our future business with them.

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The closing or idling of manufacturing facilities could have a negative impact on us. As steel makers have reduced their production capacities by closing or idling production lines, whether due to COVID-19, the war in Ukraine or otherwise, the number of facilities from which we can purchase steel, in particular certain specialty steels, has decreased. Accordingly, if delivery from a supplier is disrupted, particularly with respect to certain types of specialty steel, it may be more difficult to obtain an alternate supply than in the past. These closures and disruptions could also have an adverse effect on our suppliers’ on-time delivery performance, which could have an adverse effect on our ability to meet our own delivery commitments and may have other adverse effects on our business.

The loss of key supplier relationships could adversely affect us. Over the years, we have developed relationships with certain steel and other suppliers which have been beneficial to us by providing more assured delivery and a more favorable all-in cost, which includes price and shipping costs. If any of those relationships were disrupted, it could have an adverse effect on delivery times and the overall cost, quality and availability of our products or raw materials, which could have a negative impact on our business. In addition, we do not have long-term contracts with any of our suppliers. If, in the future, we are unable to obtain sufficient amounts of steel and other materials at competitive prices and on a timely basis from our traditional suppliers, we may be unable to obtain these materials from alternative sources at competitive prices to meet our delivery schedules, which could have a material adverse impact on our results of operations.

Competition

Our business is highly competitive, and increased competition could negatively impact our financial results. Generally, the markets in which we conduct business are highly competitive. Our competitors include a variety of domestic and foreign companies in all major markets. Competition for most of our products is primarily on the basis of price, product quality and our ability to meet delivery requirements. Depending on a variety of factors, including raw material, energy, labor and capital costs, freight availability, government control of foreign currency exchange rates and government subsidies of foreign steel producers or competitors, our business may be materially adversely affected by competitive forces. Competition may also increase if suppliers to or customers in the steel industry begin to more directly compete with our business through new facilities, acquisitions or otherwise. As noted above, we can have conflicts with our customers or suppliers who, in some cases, supply the same products and services as we do. Increased competition could cause us to lose market share, increase expenditures, lower our margins or offer additional services at a higher cost to us, which could adversely impact our financial results.

Material or Component Substitution

If steel prices increase compared to certain substitute materials, the demand for our products could be negatively impacted, which could have an adverse effect on our financial results. In certain applications, steel competes with other materials, such as aluminum (particularly in the automobile industry), cement and wood (particularly in the construction industry), and composites. Prices of all of these materials fluctuate widely, and differences between the prices of these materials and the price of steel may adversely affect demand for our products and/or encourage material substitution, which could adversely affect the prices of and demand for steel products. The higher cost of steel relative to certain other materials may make material substitution more attractive for certain uses.

If increased government mileage and/or emissions standards for automobiles result in the substitution of other materials for steel, or electric motors for internal combustion engines, demand for our products could be negatively impacted, which could have an adverse effect on our financial results. Due to government requirements that manufacturers increase the fuel efficiency of automobiles, the automobile industry is exploring alternative materials to steel in order to decrease weight and increase mileage. In addition, in an effort to reduce emissions, the automobile industry is also shifting toward products that rely on electric motors instead of internal combustion engines. Although our product offerings include certain light weighting solutions and electric motor

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components, the substitution of lighter weight material for steel and/or electric motors for internal combustion engines in automobiles could adversely affect prices of and demand for certain of our steel products.

Freight and Energy

Increasing freight and energy costs could increase our operating costs or the costs of our suppliers, which could have an adverse effect on our financial results. The availability and cost of freight and energy, such as electricity, natural gas and diesel fuel, are important in the manufacture and transport of our products. Our operations consume substantial amounts of energy, and our operating costs generally increase when energy costs rise. Factors that may affect our energy costs include significant increases in fuel, oil or natural gas prices, unavailability of electrical power or other energy sources due to droughts, hurricanes or other natural causes or due to shortages resulting from insufficient supplies to serve customers, or interruptions in energy supplies due to equipment failure, international conflict or other causes. During periods of increasing energy and freight costs, we may be unable to fully recover our operating cost increases through price increases without reducing demand for our products. Our financial results could be adversely affected if we are unable to pass all of the cost increases on to our customers or if we are unable to obtain the necessary freight and/or energy. Also, increasing energy costs could put a strain on the transportation of our materials and products if the increased costs force certain transporters to discontinue their operations.

We depend on third parties for freight services, and increases in the costs or the lack of availability of freight services can adversely affect our operations. We rely primarily on third parties for transportation of our products as well as delivery of our raw materials, primarily by truck. If, due to a lack of freight services, raw materials or products are not delivered to us in a timely manner, we may be unable to manufacture and deliver our products to meet customer demand. Likewise, if due to a lack of freight services, we cannot deliver our products in a timely manner, it could harm our reputation, negatively affect our customer relationships and have a material adverse effect on our results of operations. In addition, any increase in the cost of the transportation of raw materials or our products, as a result of increases in fuel or labor costs, higher demand for logistics services, international conflict or otherwise, may adversely affect our results of operations as we may not be able to pass such cost increases on to our customers.

The COVID-19 Pandemic and Other Public Health Emergencies.

The novel coronavirus (COVID-19) pandemic, as well as similar epidemics and other public health emergencies in the future, could have a material adverse effect on our business financial position, results of operations and cash flows. Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies, such as the COVID-19 pandemic. Our operations were adversely impacted by the effects of the COVID-19 pandemic in the form of lower demand from our automotive and heavy truck customers in fiscal 2020 due to the significant impacts of the various “stay at home” orders then in place and volatility in steel market prices in fiscal 2021 driven by idled mill capacity and supply chain disruptions. Further impacts of the COVID-19 pandemic or other future public health emergencies may include, without limitation, potential significant volatility or continued decreases in the demand for our products, changes in customer and consumer behavior and preferences, disruptions in or additional closures of our manufacturing operations or those of our customers and suppliers, disruptions within our supply chain, limitations on our employees’ ability to work and travel, potential financial difficulties of customers and suppliers, significant changes in economic or political conditions, and related volatility in the financial and commodity markets, including volatility in raw material and other input costs. The extent to which the COVID-19 pandemic, or other public health emergencies, impact our business will depend on future developments, which cannot be predicted and are highly uncertain. Despite our efforts to manage the impacts, the degree to which the COVID-19 pandemic or future public health emergencies and related actions ultimately impact our business, financial position, results of operations and cash flows will depend on factors beyond our control including the duration, extent and severity of any resurgence of COVID-19, the actions taken to contain COVID-19 or future public health emergencies and mitigate their public health effects, the impact on the U.S. and global economies and demand for our products, and to what extent

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normal economic and operating conditions resume. Future disruption to the global economy, as well as to the end markets our business serves, could result in material adverse effects on our business, financial position, results of operations and cash flows.

The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.

Since early 2022, Russia and Ukraine have been engaged in active armed conflict. The length, impact and outcome of the ongoing conflict and its potential impact on our business is highly volatile and difficult to predict. It has and could continue to cause significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, and increases in cyberattacks and espionage.

Further, the broader consequences of the current conflict between Russia and Ukraine may also have the effect of heightening many other risks disclosed herein, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, adverse effects on global macroeconomic conditions; increased volatility in the price and demand of iron, steel, oil, natural gas, and other commodities, increased exposure to cyberattacks; disruptions in global supply chains; and exposure to foreign currency fluctuations and potential constraints or disruption in the capital markets and our sources of liquidity.

We do not conduct business, either directly or indirectly, in areas impacted by the conflict and, as such, we believe our exposure is principally limited to the impact of the war on macroeconomic conditions, including volatility in commodity and energy prices and supply. Our business was temporarily impacted in the spring of 2022, primarily in the form of higher market prices for steel due to a temporary supply disruption in a key input for our suppliers (pig iron), which has subsequently been resourced by our suppliers.

Information Systems

We are subject to information system security risks and systems integration issues that could disrupt our operations. We are dependent upon information technology and networks in connection with a variety of business activities including the distribution of information internally and to our customers and suppliers. This information technology is subject to potential damage or interruption from a variety of sources, including, without limitation, computer viruses, security breaches, and natural disasters. We could also be adversely affected by system or network disruptions if new or upgraded business management systems are defective, not installed properly or not properly integrated into operations. In addition, security breaches of our information systems could result in unauthorized disclosure or destruction of confidential or proprietary information and/or loss of the functionality of our systems. These risks may be increased as more employees continue to work remotely. Various measures have been implemented to manage our risks related to information system and network disruptions and to prevent attempts to gain unauthorized access to our information systems. While we undertake mitigating activities to counter these risks, a system failure could negatively impact our operations and financial results and cyberattacks could threaten the integrity of our trade secrets and sensitive intellectual property.

Business Disruptions

Disruptions to our business or the business of our customers or suppliers could adversely impact our operations and financial results. Business disruptions, including materials, resulting from shortages of supply or transportation, severe weather events (such as hurricanes, tsunamis, earthquakes, tornados, floods, droughts and blizzards), casualty events (such as explosions, fires or material equipment breakdown), acts of terrorism, international conflicts (such as the war in Ukraine), labor disruptions, the idling of facilities due to reduced demand (resulting from a downturn in economic activity or otherwise), pandemic disease such as COVID-19 or other events (such as required maintenance shutdowns), could cause interruptions to our business as well as the

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operations of our customers and suppliers. While we maintain insurance coverage that can offset some losses relating to certain types of these events, losses from business disruptions could have an adverse effect on our operations and financial results and we could be adversely impacted to the extent any such losses are not covered by insurance or cause some other adverse impact to us.

Foreign Operations

Economic, political and other risks associated with foreign operations could adversely affect our international financial results. Although the substantial majority of our business activity takes place in the U.S., we derive a portion of our revenues and earnings from operations in foreign countries, and we are subject to risks associated with doing business internationally. The risks of doing business in foreign countries include, among other factors: the potential for adverse changes in the local political climate, in diplomatic relations between foreign countries and the U.S. or in government policies, laws or regulations; international conflicts; terrorist activity that may cause social disruption; logistical and communications challenges; costs of complying with a variety of laws and regulations; difficulty in staffing and managing geographically diverse operations; deterioration of foreign economic conditions; inflation and fluctuations in interest rates; foreign currency exchange rate fluctuations; foreign exchange restrictions; differing local business practices and cultural considerations; restrictions on imports and exports or sources of supply, including energy and raw materials; changes in duties, quotas, tariffs, taxes or other protectionist measures; and potential issues related to matters covered by the Foreign Corrupt Practices Act, regulations related to import/export controls, the Office of Foreign Assets Control sanctions program, anti-boycott provisions or similar laws. We believe that our business activities outside of the U.S. involve a higher degree of risk than our domestic activities, and any one or more of these factors could adversely affect our operating results and financial condition. In addition, global and regional economic conditions and the volatility of worldwide capital and credit markets have significantly impacted and may continue to significantly impact our foreign customers and markets. These factors may result in decreased demand in our foreign operations and have had significant negative impacts on our business. Refer to “Risk Factors—General Economic or Industry Downturns and Weakness” for additional information concerning the impact of the global economic conditions and the volatility of capital and credit markets on our business.

Joint Ventures and Investments

A change in the relationship between the members of any of our joint ventures may have an adverse effect on that joint venture and our financial results. We have been successful in the development and operation of various joint ventures. We believe an important element in the success of any joint venture is a solid relationship between the members of that joint venture. If there is a change in ownership, a change of control, a change in management or management philosophy, a change in business strategy or another event with respect to a member of a joint venture that adversely impacts the relationship between the joint venture members, it could adversely impact that joint venture. The other members in our joint ventures may also, as a result of financial or other reasons, be unable or unwilling to support actions that we believe are in the best interests of the respective joint ventures. In addition, joint ventures necessarily involve special risks. Whether or not we hold a majority interest or maintain operational control in a joint venture, the other members in our joint ventures may have economic or business interests or goals that are inconsistent with our interests or goals. For example, because they are joint ventures, we do not have full control of every aspect of the joint venture’s business and/or certain significant decisions concerning the joint venture, which may require certain approvals from the other members in our joint ventures, and the other members in our joint ventures may be unwilling or unable to support actions that we believe to be in our best interests, may take action contrary to our policies or objectives with respect to our investments, or may otherwise be unable or unwilling to support actions that we believe are in the best interests of the respective joint venture, each of which could have an adverse effect on that joint venture and our financial results.

Acquisitions

We may be unable to successfully consummate, manage or integrate our acquisitions or our acquisitions may not meet our expectations. We may from time to time continue to seek attractive opportunities to acquire businesses,

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enter into joint ventures and make other investments that are complementary to our existing strengths. There are no assurances, however, that any acquisition opportunities will arise or, if they do, that they will be consummated, or that any needed additional financing for such opportunities will be available on satisfactory terms when required. In addition, acquisitions involve risks that the businesses acquired will not perform in accordance with expectations, that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect, that we may assume unknown liabilities from the seller, that the acquired businesses may not be integrated successfully and that the acquisitions may strain our management resources or divert management’s attention from other business concerns. International acquisitions may present unique challenges and increase our exposure to the risks associated with foreign operations and countries. Also, failure to successfully integrate any of our acquisitions may cause significant operating inefficiencies and could adversely affect our operations and financial condition. Even if the operations of an acquisition are integrated successfully, we may fail to realize the anticipated benefits of the acquisition, including the synergies, cost savings or growth opportunities that we expect. These benefits may not be achieved within the anticipated timeframe, or at all. Failing to realize the benefits could have a material adverse effect on our financial condition and results of operations.

Capital Expenditures and Capital Resources

Our business requires capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements. Many of our operations are capital intensive. For the fiscal year ended May 31, 2023, our total capital expenditures, including acquisitions and investment activity, were approximately $45.5 million. Additionally, as of May 31, 2023, we were obligated to make aggregate operating and financing lease payments of $98.3 million, under lease agreements. Our business also requires expenditures for maintenance of our facilities. Additionally, growth in the electrical steel market will require a significant amount of strategic capital expenditures to meet market growth expectations. Given the potential for challenges, uncertainty and volatility in the domestic and global economies and financial markets, there can be no assurance that our capital resources will be adequate to provide for all of our cash requirements.

Litigation

We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our results of operations and liquidity. Our results of operations or liquidity could be affected by an adverse ruling in any legal proceedings or investigations which may be pending against us or filed against us in the future. We are also subject to a variety of legal and compliance risks, including, without limitation, potential claims relating to product liability, privacy and information security, health and safety, environmental matters, taxes and compliance with U.S. and foreign export laws, anti-bribery laws, competition laws and sales and trading practices. While we believe that we have adopted appropriate risk management and compliance programs to address and reduce these risks, the global and diverse nature of our operations means that these risks will continue to exist and additional legal proceedings and contingencies may arise from time to time. An adverse ruling or settlement or an unfavorable change in laws, rules or regulations could have a material adverse effect on our financial condition and results of operations.

Claims and Insurance

Adverse claims experience, to the extent not covered by insurance, may have an adverse effect on our financial results. We self-insure most of our risks for product recall, cyber liability and pollution liability. We also self-insure a significant portion of our potential liability for workers’ compensation, product liability, general liability, property liability, automobile liability and employee medical claims, and in order to reduce risk for these liabilities, we purchase insurance from highly-rated, licensed insurance carriers that cover most claims in excess of the applicable deductible or retained amounts. We also maintain reserves for the estimated cost to resolve certain open claims that have been made against us, as well as an estimate of the cost of claims that have been incurred but not reported. The occurrence of significant claims, our failure to adequately reserve for such

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claims, a significant cost increase to maintain our insurance or the failure of our insurance providers to perform could have an adverse impact on our financial condition and results of operations.

Accounting and Tax-Related Estimates

We are required to make accounting and tax-related estimates, assumptions and judgments in preparing our combined financial statements, and actual results may differ materially from the estimates, assumptions and judgments that we use. In preparing our combined financial statements in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”), we are required to make certain estimates and assumptions that affect the accounting for and recognition of assets, liabilities, revenues and expenses. These estimates and assumptions must be made because certain information that is used in the preparation of our combined financial statements is dependent on future events or cannot be calculated with a high degree of precision from data available to us. In some cases, these estimates and assumptions are particularly difficult to determine and we must exercise significant judgment. Some of the estimates, assumptions and judgments having the greatest amount of uncertainty, subjectivity and complexity are related to our accounting for bad debts, returns and allowances, inventory, self-insurance reserves, derivatives, stock-based compensation, deferred tax assets and liabilities and asset impairments. Our actual results may differ materially from the estimates, assumptions and judgments that we use, which could have a material adverse effect on our financial condition and results of operations.

Our internal controls could be negatively impacted if a portion of our workforce continues to work remotely, as new processes, procedures, and controls could be required due to the changes in our business environment, which could negatively impact our internal control over financial reporting.

Employees

The loss of, or inability to attract and retain, qualified personnel could adversely affect our business. Our ability to successfully operate, grow our business and implement our business strategies is largely dependent on the efforts, abilities and services of our employees. The loss of employees or our inability to attract, train and retain additional personnel could reduce the competitiveness of our business or otherwise impair our operations or prospects. Our future success will also depend, in part, on our ability to attract and retain qualified personnel, including engineers and other skilled technicians, who have experience in the application of our products and are knowledgeable about our business, markets and products. We also face risks associated with the actions taken in response to COVID-19, including those associated with workforce reductions, and may continue to experience difficulties with hiring additional employees or replacing former employees, which may be exacerbated by the tight labor market. In addition, COVID-19 has, and may again result in quarantines of our personnel or an inability to access facilities, which could adversely affect our operations.

If we lose senior management or other key employees, our business may be adversely affected. We cannot assure that we will be able to retain our existing senior management personnel or other key employees or attract additional qualified personnel when needed. The loss of any member of our management team could adversely impact our business and operations. We have not entered into any formal employment contracts with or other stand-alone change in control provisions relative to our executive officers. However, we do have certain change in control provisions in our various compensation plans. We may modify our management structure from time to time or reduce our overall workforce, which may create marketing, operational and other business risks.

Difficult Financial Markets

If we are required to raise capital in the future, we could face higher borrowing costs, less available capital, more stringent terms and tighter covenants or, in extreme conditions, an inability to raise capital. Although we currently have cash reserves, as well as adequate borrowing availability under our existing credit facilities and should be able to access other capital if needed, should those facilities become unavailable due to covenant or

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other defaults, or should financial markets tighten so that we otherwise cannot raise capital outside our existing facilities, or the terms under which we do so change, we may be negatively impacted. Any adverse change in our access to capital or the terms of our borrowings, including increased costs, could have a negative impact on our financial condition.

Environmental, Health and Safety

We may incur additional costs related to environmental and health and safety matters. Our operations and facilities are subject to a variety of federal, state, local and foreign laws and regulations relating to the protection of the environment and human health and safety. Compliance with these laws and regulations and any changes therein may sometimes involve substantial operating costs and capital expenditures, and any failure to maintain or achieve compliance with these laws and regulations or with the permits required for our operations could result in increased costs and capital expenditures and potentially fines and civil or criminal sanctions, third-party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations. Over time, we and predecessor operators of our facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities, including cleanup obligations, could exist at our facilities or at off-site locations where materials from our operations were disposed of or at facilities we have divested, which could result in future expenditures that cannot be currently quantified and which could reduce our profits and cash flow. We may be held strictly liable for any contamination of these sites, and the amount of any such liability could be material. Under the “joint and several” liability principle of certain environmental laws, we may be held liable for all remediation costs at a particular site, even with respect to contamination for which we are not responsible. In addition, changes in environmental and human health and safety laws, rules, regulations or enforcement policies could have a material adverse effect on our business, financial condition or results of operations.

Seasonality

Our operations have historically been subject to seasonal fluctuations that may impact our cash flows for a particular period. Our sales are generally strongest in the fourth quarter of the fiscal year when our business is normally operating at seasonal peaks, and our sales are generally weakest in the third quarter of the fiscal year, primarily due to reduced activity in the building and construction industry as a result of the colder, more inclement weather, as well as customer plant shutdowns in the automotive industry due to holidays. Our quarterly results may also be affected by the timing of large customer orders. Consequently, our cash flow from operations may fluctuate significantly from quarter to quarter. If, as a result of any such fluctuation, our quarterly cash flows were significantly reduced, we may be unable to service our indebtedness or maintain compliance with certain covenants under the documents governing our indebtedness. A default under any of the documents governing our indebtedness could prevent us from borrowing additional funds, limit our ability to pay interest or principal and allow our lenders to declare the amounts outstanding to be immediately due and payable and to exercise certain other remedies.

Risks Related to the Separation and Our Relationship with New Worthington

We have no history of operating as a separate, publicly-traded company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

The historical information about us in this information statement refers to our business as operated by and integrated with Worthington. Our historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Worthington. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a

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separate, publicly-traded company during the periods presented or those that we will achieve in the future primarily as a result of the factors described below:

• prior to the separation, our business has been operated by Worthington as part of its broader corporate organization, rather than as a separate, publicly-traded company. Worthington or one of its affiliates performed various corporate functions for us such as legal, treasury, accounting, internal audit, human resources and finance. Our historical and pro forma financial results reflect allocations of corporate expenses from Worthington for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate publicly-traded company. Following the separation, our cost related to such functions previously performed by Worthington may therefore increase;

• currently, our business is integrated with the other businesses of Worthington. Historically, we have shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. Although we will enter into transition agreements with New Worthington, these arrangements may not fully capture the benefits that we have enjoyed as a result of being integrated with Worthington and may result in us paying higher charges than in the past for these services. This could have an adverse effect on our results of operations and financial condition following the completion of the separation;

• generally, our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Worthington. Following the completion of the separation, we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements;

• after the completion of the separation, the cost of capital for our business may be higher than Worthington’s cost of capital prior to the separation; and

• our historical financial information does not reflect the debt or the associated interest expense that we are expected to incur as part of the separation and distribution.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a company separate from Worthington. See “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited combined financial statements and notes thereto included elsewhere in this information statement.

As a separate, publicly-traded company, we may not enjoy the same benefits that we did as a part of Worthington.

There is a risk that, by separating from Worthington, we may become more susceptible to market fluctuations and other adverse events than we would have been if we were still a part of the current Worthington organizational structure. As part of Worthington, we have been able to enjoy certain benefits from Worthington’s operating diversity, purchasing power and opportunities to pursue integrated strategies with Worthington’s other businesses. As a separate, publicly-traded company, we will not have similar diversity or integration opportunities and may not have similar purchasing power or access to capital markets.

The unaudited pro forma combined financial statements included in this information statement are presented for informational purposes only and may not be an indication of our future financial condition or results of operations.

The unaudited pro forma combined financial statements included in this information statement are presented for informational purposes only and are not necessarily indicative of what our actual financial condition or results of operations would have been had the separation been completed on the date indicated. The assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect our financial condition or results of operations. Accordingly, our financial condition and results of operations in the future may not be evident from or consistent with such pro forma financial information.

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Future sales of our common shares reserved for issuance under equity and incentive plan or plans, or the perception that such sales may occur, could depress our common share price.

Upon completion of the distribution, except as otherwise described herein, all of our common shares that are being distributed hereby will be freely tradable without restriction, other than those held by our affiliates. Immediately following the distribution, we intend to file a registration statement on Form S-8 registering under the Securities Act of 1933, as amended (the “Securities Act”), our common shares reserved for issuance under equity and incentive plan or plans. If equity securities granted under such an equity and incentive plan or plans are sold or it is perceived that they will be sold in the public market, the trading price of our common shares could decline substantially. These sales also could impede our ability to raise future capital.

Our customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly-traded company is insufficient to satisfy their requirements for doing or continuing to do business with them.

Some of our customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly-traded company is insufficient to satisfy their requirements for doing or continuing to do business with them, or may require us to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Potential indemnification obligations to New Worthington pursuant to the separation agreement could materially and adversely affect our business, financial condition, results of operations and cash flows.

The separation agreement, among other things, provides for indemnification obligations (for uncapped amounts) designed to make us financially responsible for all liabilities that New Worthington may incur relating to our business activities (as currently and historically conducted), whether incurred prior to or after the separation. If we are required to indemnify New Worthington under the circumstances set forth in the separation agreement, we may be subject to substantial liabilities. See “Business—Legal Proceedings” and “Certain Relationships and Related Person Transactions—Agreements with New Worthington.”

In connection with our separation from Worthington, New Worthington will indemnify us for certain liabilities. However, there can be no assurance that such indemnity will be sufficient to insure us against the full amount of such liabilities, or that New Worthington’s ability to satisfy its indemnification obligations will not be impaired in the future.

Pursuant to the separation agreement and certain other agreements with New Worthington, New Worthington will agree to indemnify us for certain liabilities as discussed further in “Certain Relationships and Related Person Transactions.” However, third parties could also seek to hold us responsible for any of the liabilities that New Worthington has agreed to retain, and there can be no assurance that the indemnity from New Worthington will be sufficient to protect us against the full amount of such liabilities, or that New Worthington will be able to fully satisfy its indemnification obligations. In addition, New Worthington’s insurance will not necessarily be available to us for liabilities associated with occurrences of indemnified liabilities prior to the separation, and in any event New Worthington’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the separation. Moreover, even if we ultimately succeed in recovering from New Worthington or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our business, financial position, results of operations and cash flows.

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If the distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, Worthington and its shareholders could incur significant tax liabilities, and we could be required to indemnify New Worthington for taxes that could be material pursuant to indemnification obligations under the tax matters agreement.

The distribution is conditioned upon, among other things, Worthington’s receipt of an opinion of Latham & Watkins LLP, tax counsel to Worthington, regarding the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. The opinion of tax counsel will be based on, among other things, certain factual assumptions, representations and undertakings from Worthington and us, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these factual assumptions, representations, or undertakings are incorrect or not satisfied, Worthington may not be able to rely on the opinion, and Worthington and its shareholders could be subject to significant U.S. federal income tax liabilities. In addition, the opinion of tax counsel will not be binding on the U.S. Internal Revenue Service (the “IRS”) or the courts, and, notwithstanding the opinion of tax counsel, the IRS could determine on audit that the distribution does not so qualify or that the distribution should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the distribution.

If the distribution is ultimately determined not to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, the distribution could be treated as a taxable disposition of common shares of Worthington Steel by Worthington and as a taxable dividend or capital gain to Worthington’s shareholders for U.S. federal income tax purposes. In such case, Worthington and its shareholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. For a more detailed discussion, see the section entitled “Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders.”

We might not be able to engage in certain transactions and equity issuances following the distribution.

Our ability to engage in equity transactions could be limited or restricted after the distribution in order to preserve, for U.S. federal income tax purposes, the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Even if the distribution otherwise qualifies for tax-free treatment to Worthington’s shareholders under Section 355 of the Code, it may result in corporate-level taxable gain to Worthington if there is a 50% or greater change in ownership, by vote or value, of shares of Worthington Steel, shares of New Worthington or the shares of a predecessor or successor of either occurring as part of a plan or series of related transactions that includes the distribution. Any acquisitions or issuances of shares of Worthington Steel or shares of New Worthington within two years of the distribution are generally presumed to be part of such a plan, although New Worthington may be able to rebut that presumption.

Under the tax matters agreement that we will enter into with New Worthington, we will be required to comply with the representations and undertakings made to legal counsel in connection with the tax opinion Worthington expects to receive regarding the intended tax treatment of the distribution and certain related transactions. The tax matters agreement will also restrict our ability to take or fail to take any action if such action or failure to act could adversely affect the intended tax treatment. In particular, except in specific circumstances, in the two years following the distribution, we will be restricted from, among other things, (i) entering into any transaction pursuant to which all or a portion of our equity would be acquired, whether by merger or otherwise, and (ii) ceasing to actively conduct certain elements of our business. These restrictions may limit for a period of time our ability to pursue certain transactions that we may believe to be in the best interests of our shareholders or that might increase the value of our business. For more information, see the section entitled “Certain Relationships and Related Person Transactions—Agreements with New Worthington—Tax Matters Agreement.”

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After the distribution, certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interests in Worthington.

Because of their current or former positions with Worthington, certain of our executive officers and directors own equity interests in Worthington. Continuing ownership of common shares of New Worthington and equity awards could create, or appear to create, potential conflicts of interest if we and Worthington face decisions that could have implications for both New Worthington and us after the separation.

New Worthington may compete with us.

New Worthington will not be restricted from competing with us. If New Worthington in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our business.

We may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation is expected to provide the following benefits, among others:

• the separation will allow investors to separately value New Worthington and us based on Worthington’s and our distinct investment identities. Our business differs from Worthington’s other businesses in several respects, such as the market for products and manufacturing processes. The separation will enable investors to evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their respective distinct characteristics;

• the separation will create an independent equity structure that will afford us direct access to the capital markets and facilitate our ability to capitalize on our unique growth opportunities;

• the separation will facilitate incentive compensation arrangements for employees more directly tied to the performance of the relevant company’s businesses, and may enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives;

• the separation will permit each company to concentrate its financial resources solely on its own operations without having to compete with each other for investment capital. This will provide each company with greater flexibility to invest capital in its businesses in a time and manner appropriate for its distinct strategy and business needs; and

• the separation will allow us and New Worthington to more effectively pursue our and New Worthington’s distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability. For example, while our management will be enabled to focus exclusively on our business, the management of New Worthington will be able to grow its businesses. Our and New Worthington’s separate management teams will also be able to focus on executing each companies’ differing strategic plans without diverting attention from the other businesses.

We may not achieve these and other anticipated benefits for a variety of reasons, including, among others:

• as a current part of Worthington, our business benefits from Worthington’s size and purchasing power in procuring certain goods, services and technologies. After the separation, as a separate entity, we may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Worthington obtained prior to the separation. We may also incur costs for certain functions previously

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performed by Worthington, such as accounting, tax, legal, human resources and other general administrative functions that are higher than the amounts reflected in our historical financial statements, which could cause our profitability to decrease;

• the actions required to separate our and New Worthington’s respective businesses could disrupt our and New Worthington’s operations;

• certain costs and liabilities that were otherwise less significant to Worthington as a whole will be more significant for us and New Worthington as separate companies after the separation;

• we (and prior to the separation, Worthington) will incur costs in connection with the transition to being a separate, publicly-traded company that may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel and costs to separate information systems; and

• we may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others, (i) the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business, (ii) following the separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of Worthington and (iii) following the separation, our business will be less diversified than Worthington’s businesses prior to the separation.

If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, our business, operating results and financial condition could be adversely affected.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with New Worthington.

The agreements we will enter into with New Worthington in connection with the separation, including the separation agreement, transition services agreement, employee matters agreement, tax matters agreement, trademark license agreement, WBS license agreement and steel supply agreement were prepared in the context of our separation from Worthington while we were still a wholly-owned subsidiary of Worthington. Accordingly, during the period in which the terms of those agreements were prepared, we did not have a separate or independent board of directors or a management team that was separate from or independent of Worthington. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Worthington and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. See “Certain Relationships and Related Person Transactions.”

We or New Worthington may fail to perform under various transaction agreements that will be executed as part of the separation or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

The separation agreement and other agreements to be entered into in connection with the separation will determine the allocation of assets and liabilities between the companies following the separation and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. We will rely on New Worthington after the separation to satisfy its performance and payment obligations under these agreements. If New Worthington is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses. If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain transaction agreements expire, we may not be able to operate our business effectively and our profitability may decline. We are in the process of creating our own, or engaging third parties to provide, systems and services to replace many of the systems and services that Worthington currently provides to us.

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However, we may not be successful in implementing these systems and services or in transitioning data from Worthington’s systems to us.

In addition, we expect this process to be complex, time-consuming and costly. We are also establishing or expanding our own tax, treasury, internal audit, investor relations, corporate governance and public company compliance and other corporate functions. We expect to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Worthington historically provided us prior to the separation. Any failure or significant downtime in our own financial, administrative or other support systems or in the New Worthington financial, administrative or other support systems during the transitional period during which New Worthington provides us with support could negatively impact our results of operations or prevent us from paying our suppliers and employees, executing business combinations and foreign currency transactions or performing administrative or other services on a timely basis, which could negatively affect our results of operations.

In particular, our day-to-day business operations rely on information technology systems. A significant portion of the communications among our personnel, customers and suppliers take place on information technology platforms. We expect the transfer of information technology systems from Worthington to us to be complex, time consuming and costly. There is also a risk of data loss in the process of transferring information technology. As a result of our reliance on information technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on our business, financial condition and results of operations.

As of the date of this information statement, we expect to have outstanding indebtedness on the distribution date of approximately $150.0 million and the ability to incur an additional $400.0 million of indebtedness under the $550.0 million senior secured revolving credit facility that we expect to enter into, and in the future we may incur additional indebtedness. This indebtedness could adversely affect our business and our ability to meet our obligations and pay dividends.

As of the date of this information statement, we expect to have outstanding indebtedness on the distribution date of approximately $150.0 million, and have the ability to incur an additional $400.0 million of indebtedness under the $550.0 million senior secured revolving credit facility that we expect to enter into prior to the distribution date. See “Description of Certain Indebtedness.” This debt could have important, adverse consequences to us and our investors, including:

• requiring a substantial portion of our cash flow from operations to make interest payments;

• making it more difficult to satisfy other obligations;

• increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing;

• increasing our vulnerability to general adverse economic and industry conditions;

• reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business;

• limiting our ability to pay dividends;

• limiting our flexibility in planning for, or reacting to, changes in our business, our industry and the industries we serve; and

• limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase our common shares.

The debt financing will not be available for borrowings until the date on which certain conditions are satisfied, which we expect will be satisfied prior to the completion of the distribution. We anticipate that the instruments

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governing the debt financing will contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term interest, including for example, earnings before interest, taxes, depreciation and amortization (“EBITDA”)-based leverage, and fixed charge coverage ratios. If we breach any of these restrictions and cannot obtain a waiver from the lenders on favorable terms, subject to applicable cure periods, the outstanding indebtedness (and any other indebtedness with cross-default provisions) could be declared immediately due and payable, which would adversely affect our liquidity and financial statements. In addition, any failure to obtain and maintain credit ratings from independent rating agencies would adversely affect our cost of funds and could adversely affect our liquidity and access to the capital markets. If we add new debt, the risks described above could increase. See “Description of Certain Indebtedness.”

The risks described above will increase with the amount of indebtedness we incur, and in the future we may incur significant indebtedness in addition to the indebtedness described above. In addition, our actual cash requirements in the future may be greater than expected. Our cash flow from operations may not be sufficient to service our outstanding debt or to repay the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.

We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, or to dispose of material assets or operations, alter our dividend policy (if we pay dividends), seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The instruments that will govern our indebtedness may restrict our ability to dispose of assets and may restrict the use of proceeds from those dispositions. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations when due.

In addition, we conduct our operations through our subsidiaries. Accordingly, repayment of our indebtedness will depend on the generation of cash flow by our subsidiaries, including certain international subsidiaries, and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make adequate distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances, legal, tax and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, may materially adversely affect our business, financial condition and results of operations and our ability to satisfy our obligations under our indebtedness or pay dividends on our common shares.

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Following the distribution, we will be dependent on New Worthington to provide us with certain transition services, which may be insufficient to meet our needs, and we may have difficulty finding replacement services or be required to pay increased costs to replace these services after our transition services agreement with New Worthington expires.

Historically, Worthington has provided, and until our separation from Worthington, Worthington will continue to provide significant corporate and shared services related to corporate functions such as executive oversight, risk management, information technology, accounting, audit, legal, investor relations, human resources, tax, treasury, procurement and other services. Following our separation from Worthington, we expect New Worthington to continue to provide many of these services on a transitional basis for a fee. While these services are being provided to us by New Worthington, we will be dependent on New Worthington for services that are critical to our operation as a separate, publicly-traded company, and our operational flexibility to modify or implement changes with respect to such services and the amounts we pay for them will be limited. After the expiration of the transition services agreement, we may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost and quality of service, comparable to those that we will receive from New Worthington under the transition services agreement. Although we intend to replace portions of the services currently provided by Worthington following the separation, we may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms as favorable as those we currently have in effect.

Risks Related to Our Common Shares

We cannot be certain that an active trading market for our common shares will develop or be sustained after the separation, and following the separation, the price of our common shares may fluctuate significantly.

Prior to the completion of the distribution, there has been no public market for our common shares. We cannot guarantee that an active trading market will develop or be sustained for our common shares after the distribution. If an active trading market does not develop, you may have difficulty selling your Worthington Steel common shares at an attractive price, or at all. In addition, we cannot predict the prices at which our common shares may trade after the distribution.

The market price of our common shares may fluctuate significantly due to a number of factors, some of which may be beyond our control, including:

• our quarterly or annual earnings, or those of other companies in our industry;

• the failure of securities analysts to cover our common shares after the separation;

• actual or anticipated fluctuations in our operating results;

• changes in earnings estimated by securities analysts or our ability to meet those estimates;

• the operating and stock price performance of other comparable companies;

• changes to the regulatory and legal environment in which we operate;

• changes in interest or inflation rates;

• overall market fluctuations and domestic and worldwide economic conditions; and

• other factors described in these “Risk Factors” and elsewhere in this information statement.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our common shares.

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If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common shares may be negatively affected.

As a public company, we will be required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. In addition, beginning with our second annual report on Form 10-K, we expect we will be required to furnish annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing these assessments pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These reporting and other obligations may place significant demands on management, administrative and operational resources, including accounting systems and resources.

The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time consuming, costly, and complicated. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are then listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

The obligations associated with being a public company will require significant resources and management attention.

Currently, we are not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the effectiveness of the registration statement of which this information statement forms a part, we will be directly subject to such reporting and other obligations under the Exchange Act and the rules of the NYSE. As a separate public company, we are required to, among other things:

• prepare and distribute periodic reports, proxy statements and other shareholder communications in compliance with the federal securities laws and rules;

• have our own board of directors and committees thereof, which comply with federal securities laws and rules and applicable stock exchange requirements;

• maintain an internal audit function;

• institute our own financial reporting and disclosure compliance functions;

• establish an investor relations function;

• establish internal policies, including those relating to trading in our securities and disclosure controls and procedures; and

• comply with the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Public Company Accounting Oversight Board and the NYSE.

These reporting and other obligations will place significant demands on our management and our administrative and operational resources, and we expect to face increased legal, accounting, administrative and other costs and expenses relating to these demands that we had not incurred as a business segment of Worthington. Certain of these functions will be provided on a transitional basis by New Worthington pursuant to a transition services agreement. See “Certain Relationships and Related Party Transactions.” Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from sales-generating activities to compliance activities, which could have an adverse effect on our business, financial position, results of operations and cash flows.

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The market price of our common shares may be volatile, which could cause the value of your investment to decline.

Prior to the completion of the distribution, there has been no public market for our common shares. Even if a trading market develops, the market price of our common shares may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common shares regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to shareholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of our common shares could decrease significantly.

In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We cannot guarantee the payment of dividends on our common shares, or the timing or amount of any such dividends.

While we currently intend to have a dividend policy consistent with Worthington’s historic practice, the payment of any dividends in the future, and the timing and amount thereof, to our shareholders will fall within the discretion of the Board. The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our then existing debt agreements, industry practice, legal requirements and other factors that the Board deems relevant. For more information, please refer to the section entitled “Dividend Policy.” Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends.

Your percentage ownership in us may be diluted in the future.

In the future, your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that we will be granting to our directors, officers and employees. In addition, following the distribution, our employees will have rights to purchase or receive our common shares as a result of the conversion of their Worthington stock options or other equity interests into our stock options and restricted stock units. The conversion of these Worthington awards into our awards is described in further detail in the section entitled “Executive Compensation–Compensation Discussion and Analysis.” As of the date of this information statement, the exact number of our common shares that will be subject to the converted equity awards is not determinable, and, therefore, it is not possible to determine the extent to which your percentage ownership in us could be diluted as a result of the conversion. It is anticipated that our Compensation Committee will grant additional equity awards to our employees and directors after the distribution, from time to time, under our employee benefits plans. These additional awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our common shares.

In addition, our amended and restated articles of incorporation will authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common shares respecting

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dividends and distributions, as the Board generally may determine. The terms of one or more classes or series of preferred shares could dilute the voting power or reduce the value of our common shares. For example, we could grant the holders of preferred shares the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that we could assign to holders of preferred shares could affect the residual value of the common shares. Please refer to the section entitled “Description of Capital Stock.”

Certain provisions in our amended and restated articles of incorporation and amended and restated code of regulations, and of Ohio law, may prevent or delay an acquisition of us, which could decrease the trading price of our common shares.

Our amended and restated articles of incorporation and amended and restated code of regulations will contain, and Ohio law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt an unsolicited takeover not approved by the Board. These provisions include, among others:

• the inability of our shareholders to call a special meeting unless they hold fifty percent or more of our outstanding shares;

• the inability of our shareholders to act by written consent;

• rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

• the right of the Board to issue preferred shares without shareholder approval;

• the division of the Board into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult;

• provision that shareholders may only remove directors with cause;

• the ability of our directors, and not shareholders, to fill vacancies (including those resulting from an enlargement of the Board) on the Board (except in the case of removal of a director by the shareholders, in which case the shareholders may fill such vacancy at the same meeting); and

• the requirement that the affirmative vote of shareholders holding at least two-thirds of our voting stock is required to amend our amended and restated code of regulations and certain provisions in our amended and restated articles of incorporation.

We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Board and by providing the Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that the Board determines is not in the best interests of us and our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Our amended and restated code of regulations will designate the state courts in the State of Ohio or, if no state court located within the State of Ohio has jurisdiction, the federal court for the Southern District of Ohio, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders. Our amended and restated code of regulations will further designate the federal district courts of the United States of America as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These forum selection provisions could discourage lawsuits against us and our directors, officers, and employees.

Our amended and restated articles of incorporation will provide that, unless we consent otherwise in writing to the selection of an alternate forum, the state courts in the State of Ohio or, if no state court located within the

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State of Ohio has jurisdiction, the federal court for the Southern District of Ohio, Eastern Division, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or shareholders to us or our shareholders, any action asserting a claim arising pursuant to any provision of the Ohio General Corporation Law or our amended and restated articles of incorporation or our amended and restated code of regulations, or any action asserting a claim governed by the internal affairs doctrine. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We recognize that this forum selection clause may impose additional litigation costs on shareholders in pursuing any such claims, particularly if the shareholders do not reside in or near the State of Ohio. Our amended and restated articles of incorporation will further provide that, unless we consent otherwise in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. These forum selection provisions may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors, officers, and employees.

General Risks

General Economic or Industry Downturns and Weakness

Our business is cyclical and weakness or downturns in the general economy or certain industries could have an adverse effect on our business. If the domestic or global economies, or certain industry sectors of those economies that are key to our sales, contract or deteriorate, it could result in a corresponding decrease in demand for our products and negatively impact our results of operations and financial conditions.

Volatility in the U.S. and worldwide capital and credit markets could impact our end markets and result in negative impacts on demand, increased credit and collection risks and other adverse effects on our business. The domestic and worldwide capital and credit markets have experienced significant volatility, disruptions and dislocations with respect to price and credit availability. These factors caused diminished availability of credit and other capital in our end markets, and for participants in, and the customers of, those markets. The effects of the financial crisis, recent bank failures, as well as the concerns over the economic impact of COVID-19, the war in Ukraine and inflationary pressures, continue to present risks to us, our customers or our suppliers. In particular, there is no guarantee that the credit markets or liquidity will not once again be restricted. Additionally, government stimulus programs may not be available to us, our customers, or suppliers, or may prove to be ineffective. Stricter lending standards may make it more difficult and costly for some firms to access the credit markets. Further, uncertainties in Europe, especially in light of the war in Ukraine, regarding the financial sector and sovereign debt and the potential impact on banks in other regions of the world will continue to weigh on global and domestic growth. Although we believe we have adequate access to several sources of contractually committed borrowings and other available credit facilities, these risks could restrict our ability to borrow money on acceptable terms in the credit markets and potentially affect our ability to draw on our credit facilities. In addition, restricted access to the credit markets could make it difficult, or in some cases, impossible for our suppliers and customers to borrow money to fund their operations. Lack of, or limited access to, capital would adversely affect our suppliers to produce the materials we need for our operations and our customers’ ability to purchase our products or, in some cases, to pay for our products on a timely basis.

Tax Laws and Regulations

Tax increases or changes in tax laws or regulations could adversely affect our financial results. We are subject to tax and related obligations in the jurisdictions in which we operate or do business, including state, local,

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federal and non-U.S. taxes. The taxing rules of the various jurisdictions in which we operate or do business often are complex and subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken and may assess taxes where we have not made tax filings or may audit the tax filings we have made and assess additional taxes. Some of these assessments may be substantial, and also may involve the imposition of penalties and interest.

In addition, governments could change their existing tax laws, impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial additional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely impact our results of operations and financial condition. For example, President Biden has previously proposed to increase the federal corporate income tax rate and if any such proposal were to be adopted, then the increase in the federal corporate income tax rate would adversely affect our results of operations in future periods.

Legislation and Regulations

Certain proposed legislation and regulations may have an adverse impact on the economy in general and in our markets specifically, which may adversely affect our business. Our business may be negatively impacted by a variety of new or proposed legislation or regulations. For example, legislation and regulations proposing increases in taxation on, or heightened regulation of, greenhouse gas emissions may result in higher prices for steel, higher prices for utilities required to run our facilities, higher fuel costs for us and our suppliers and distributors, limitations on our ability to produce, use or sell certain products and other adverse impacts. To the extent that new legislation or regulations increase our costs, we may not be able to fully pass these costs on to our customers without a resulting decline in sales and adverse impact to our profits. Likewise, to the extent new legislation or regulations would have an adverse effect on the economy, our markets or the ability of domestic businesses to compete against foreign operations, we could also be adversely impacted.

Changes to global data privacy laws and cross-border transfer requirements could adversely affect our business and operations. Our business depends on the transfer of data between our affiliated entities, to and from our business partners, and with third-party service provider, which may be subject to global data privacy laws and cross-border transfer restrictions. In particular, a number of U.S. states have also introduced and passed legislation to expand data breach notification rules and which contain numerous requirements that must be complied with in connection with how we handle personal data. While we take steps to comply with these legal requirements, the volatility and changes to the applicability of those laws may impact our ability to effectively transfer data in support of our business operations. Compliance with such laws, or other regulatory standards, could also increase our cost of doing business and/or force us to change our business practices in a manner adverse to our business. In addition, violations of such laws, or other privacy regulations, may result in significant fines, penalties and damage to our brands and businesses which could, individually or in the aggregate, materially harm our business and reputation.

Additionally, the U.S. federal government has imposed tariffs on certain foreign goods, including on certain steel products imported into the U.S. Although such steel tariffs may benefit portions of our business, these tariffs, as well as country-specific or product-specific exemptions, may also lead to steel price fluctuations and retaliatory actions from foreign governments and/or modifications to the purchasing patterns of our customers that could adversely affect our business or the steel industry as a whole. In particular, certain foreign governments, including Canada, China and Mexico, have instituted or are considering imposing tariffs on certain U.S. goods, which previously contributed to increased raw material prices, but did not have a significant or recurring impact on our business. Restrictions on trade with foreign countries, imposition of customs duties or further modifications to U.S. international trade policy have the potential to disrupt our supply chain or the supply chains of our customers and to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof, potentially leading to negative effects on our business.

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Impairment Charges

Weakness or instability in the general economy, our markets or our results of operations could result in future asset impairments, which would reduce our reported earnings and net worth. Economic conditions remain fragile in some markets and the possibility remains that the domestic or global economies, or certain industry sectors that are key to our sales, may deteriorate. If certain aspects of our operations are adversely affected by challenging economic and financial conditions, we may be required to record future impairments, which would negatively impact our results of operations.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Selected statements contained in this information statement constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should,” “forecast,” “project,” or other similar words or phrases. These forward-looking statements include, without limitation, statements relating to:

• future or expected cash positions, liquidity and ability to access financial markets and capital;

• outlook, strategy or business plans;

• future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures;

• pricing trends for raw materials and finished goods and the impact of pricing changes;

• the ability to improve or maintain margins;

• expected demand or demand trends for the Company or its markets;

• additions to product lines and opportunities to participate in new markets;

• expected benefits from transformation and innovation efforts;

• the ability to improve performance and competitive position at the Company’s operations;

• anticipated working capital needs, capital expenditures and asset sales;

• anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof;

• projected profitability;

• the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations;

• projected capacity and the alignment of operations with demand;

• the ability to operate profitably and generate cash in down markets;

• the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets;

• expectations for Company and customer inventories, jobs and orders;

• expectations for the economy and markets or improvements therein;

• the ever-changing effects of the COVID-19 pandemic and the various responses of governmental and nongovernmental authorities thereto (such as fiscal stimulus packages, quarantines, shut downs and other restrictions on travel and commercial, social or other activities) on economies (local, national and international) and markets, and on the Company’s customers, counterparties, employees and third-party service providers;

• expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value;

• effects of judicial rulings; and

• other non-historical matters.

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Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow:

• the risks, uncertainties and impacts related to the COVID-19 pandemic – the duration, extent and severity of which are impossible to predict, including the possibility of future resurgence in the spread of COVID-19 or variants thereof – and the availability, effectiveness and acceptance of vaccines, and other actual or potential public health emergencies and actions taken by governmental authorities or others in connection therewith;

• the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from COVID-19, the actions taken in connection therewith and the implementation of related fiscal stimulus packages;

• the effect of conditions in national and worldwide financial markets, including recent bank failures, inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital;

• the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a U.S. withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships;

• changing oil prices and/or supply;

• product demand and pricing;

• changes in product mix, product substitution and market acceptance of the Company’s products;

• volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of the COVID-19 pandemic and Russia’s invasion of Ukraine);

• effects of sourcing and supply chain constraints;

• the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters;

• effects of facility closures and the consolidation of operations;

• the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, and other industries in which we participate;

• failure to maintain appropriate levels of inventories;

• financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business;

• the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts;

• the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis;

• the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom;

• capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole;

• the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages (especially in light of the

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COVID-19 pandemic), interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities, or other causes;

• the risks, uncertainties and impacts related to the UAW strikes against the Detroit Three automakers, and the associated impact on companies that supply the Detroit Three automakers, the duration and scope of which are impossible to predict;

• changes in customer demand, inventories, spending patterns, product choices, and supplier choices;

• risks associated with doing business internationally, including economic, political and social instability (especially in light of Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets;

• the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment;

• the effect of inflation, interest rate increases and economic recession, as well as potential adverse impacts as a result of the Inflation Reduction Act of 2022, which may negatively impact the Company’s operations and financial results;

• deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies;

• the level of imports and import prices in the Company’s markets;

• the impact of environmental laws and regulations or the actions of the U.S. Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products;

• the impact of increasing environmental, greenhouse gas emission and sustainability considerations or regulations;

• the impact of judicial rulings and governmental regulations, both in the U.S. and abroad, including those adopted by the SEC and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

• the effect of healthcare laws in the U.S. and potential changes for such laws, especially in light of the COVID-19 pandemic, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results;

• the effect of tax laws in the U.S. and potential changes for such laws, which may increase the Company’s costs and negatively impact its operations and financial results;

• cyber security risks;

• the effects of privacy and information security laws and standards; and

• other risks described in this information statement. See “Risk Factors”.

It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Any forward-looking statements in this information are based on current information as of the date of this information, and we assume no obligation to correct or update any such statements in the future, except as required by applicable law.

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DIVIDEND POLICY

While we currently intend to have a dividend policy consistent with Worthington’s historic practice, the payment of any dividends in the future, and the timing and amount thereof, is within the discretion of the Board.

Currently, Worthington has no material contractual or regulatory restrictions on the payment of dividends. Worthington’s dividends are declared at the discretion of the Worthington Board. The Worthington Board reviews the dividend quarterly and establishes the dividend rate based upon Worthington’s financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other relevant factors.

Likewise, our Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our then existing debt agreements, industry practice, legal requirements and other factors that our Board deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends. Further, New Worthington’s decision as to whether to pay dividends in the future, if any, and in what amounts, shall have no bearing on our Board’s decision as to whether we pay dividends, if any.

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CAPITALIZATION

The following table sets forth our cash and equivalents and capitalization as of August 31, 2023 on a pro forma basis to give effect to our anticipated post-separation capital structure after giving effect to the distribution, including the incurrence of $150.0 million of indebtedness under the $550.0 million senior secured revolving credit facility expected to be executed in connection with the separation, and the settlement of related party debt with Parent, as discussed further below and in “Summary Historical and Pro Forma Combined Financial Data.”

The information below is not necessarily indicative of what our cash and equivalents and capitalization would have been had the separation been completed as of August 31, 2023. In addition, it is not indicative of our future cash and equivalents and capitalization. This table should be read in conjunction with “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and notes thereto included elsewhere in this information statement.

	As of August 31, 2023
	Historical			Pro Forma
	(Unaudited)			(Unaudited)
Cash and equivalents	$	27,401		$	27,401
Debt:
Short-term borrowings (1)		—			150,000
Current maturities of long-term debt (2)		20,000			—
Total debt		20,000			150,000
Equity:
Additional paid in capital		—			993,952
Net parent investment		1,130,364			—
Accumulated other comprehensive loss		(10,255	)		(10,255	)
Noncontrolling interests		127,294			127,294
Total equity		1,247,403			1,110,991
Total capitalization	$	1,267,403		$	1,260,991

(1) Reflects the effects of an anticipated $150.0 million cash distribution to parent in consideration of the contribution of the net assets that comprise our business. This distribution to Parent is expected to be funded through borrowings under the $550.0 million senior secured revolving credit facility expected to be executed in connection with the separation, leaving $400.0 million of borrowing capacity available to be drawn post-separation. Borrowings outstanding under this credit facility are expected to have maturities up to one year and accrue interest at rates equal to an applicable margin over the SOFR Rate. We expect to incur approximately $2.0 million of issuance costs to execute the revolving credit facility, which will be amortized to interest expense over the expected five-year term and are reflected with other assets. The value and terms of such indebtedness and related capital structure remain under strategic review and will be finalized prior to the planned Separation. See “Unaudited Pro Forma Combined Financial Statements” for additional information.

(2) Reflects the effects of our anticipated pay off of the remaining balance associated with our term loan agreement with Parent. See “Unaudited Pro Forma Combined Financial Statements” and “Note H – Debt and Receivables Securitization” in the accompanying audited combined financial statements for additional information.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements consist of an unaudited pro forma combined statement of earnings for the three months ended August 31, 2023 and for the fiscal year ended May 31, 2023, and an unaudited pro forma combined balance sheet as of August 31, 2023. The unaudited pro forma combined statement of earnings for the three months ended August 31, 2023 and the fiscal year ended May 31, 2023 were derived from the historical combined financial statements of Parent’s (defined below) steel processing business included elsewhere in this information statement. The pro forma adjustments give effect to the transactions described below. The unaudited pro forma combined statements of earnings for the three months ended August 31, 2023 and for the fiscal year ended May 31, 2023 give effect to the transactions described below as if they had occurred on June 1, 2022, the first day of fiscal 2023. The unaudited pro forma combined balance sheet gives effect to the transactions described below as if they had occurred on August 31, 2023, our latest balance sheet date. References in this section and in the following unaudited pro forma combined financial statements and the combined financial statements and notes thereto included in this information statement to the “Company” or “Worthington Steel” shall mean the steel processing business of Worthington Industries, Inc. (“Worthington” or “Parent”). References herein to “fiscal 2021,” “fiscal 2022” or “fiscal 2023” refer to the fiscal years ended May 31, 2021, 2022 and 2023, respectively.

The following unaudited pro forma combined financial statements of Worthington Steel give effect to the separation and related adjustments in accordance with Article 11 of the Securities and Exchange Commission’s Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” or the Final Rule. The Final Rule was effective on January 1, 2021 and the unaudited pro forma combined financial information herein is presented in accordance therewith.

The unaudited pro forma combined financial statements include certain transaction and autonomous entity adjustments that are necessary to present fairly our unaudited pro forma combined statement of earnings and unaudited pro forma combined balance sheet as of and for the periods indicated. The pro forma adjustments are based on assumptions that management believes are reasonable given the information currently available.

The unaudited pro forma combined financial statements give effect to the following transaction and autonomous entity adjustments:

• the contribution of the assets and liabilities that comprise our business to us by Parent and its affiliates pursuant to the separation and distribution agreement in consideration of the cash distribution;

• the expected transfer to us of certain assets and liabilities of Parent not included in our historical combined balance sheets;

• the effect of our anticipated post-separation capital structure after giving effect to the distribution, including the incurrence of $150.0 million of indebtedness under the $550.0 million senior secured revolving credit facility expected to be executed in connection with the separation, and the subsequent distribution of this cash to Parent;

• the impact of the tax matters agreement, transition services agreements, employee matters agreement, trademark license agreement, WBS license agreement and steel supply agreement, each between Worthington Steel and Parent, and the provisions contained therein;

• the incremental costs Worthington Steel expects to incur as an autonomous entity; and

• management adjustments consisting of reasonably estimated transaction effects expected to occur.

The unaudited pro forma combined financial statements are subject to the assumptions and adjustments described in the accompanying notes. These unaudited pro forma combined financial statements are subject to change as Parent and the Company finalize the terms of the separation and distribution agreement and other agreements and transactions related to the separation.

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The unaudited pro forma combined financial statements have been presented for informational purposes only. The unaudited pro forma information is not necessarily indicative of our results of operations or financial condition had the separation and the related transactions been completed on the dates assumed and should not be relied upon as a representation of our future performance or financial position as a separate public company. The historical combined financial statements have been derived from Parent’s historical accounting records and include allocations of certain general and administrative expenses from Parent’s corporate office. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Parent during the periods or at the dates presented. As a result, autonomous entity adjustments have been reflected in the pro forma combined financial information.

The unaudited pro forma combined financial statements should be read in conjunction with the sections entitled “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement. The Unaudited Pro Forma Combined Financial Information constitutes forward-looking information and is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this information statement.

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STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

	As of August 31, 2023
(In thousands)	Historical			Transaction Accounting Adjustments				Autonomous Entity Adjustments		Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	27,401		$	—		(a)	$	—	$	27,401
Receivables, less allowance for doubtful accounts		497,693			—				—		497,693
Inventories:
Raw materials		204,168			81		(b)		—		204,249
Work in process		174,408			—				—		174,408
Finished products		79,411			—				—		79,411
Total inventories		457,987			81				—		458,068
Income taxes receivable		4,143			—				—		4,143
Assets held for sale		1,979			—				—		1,979
Prepaid expenses and other current assets		66,590			2,520		(b)		—		69,110
Total current assets		1,055,793			2,601				—		1,058,394
Investment in unconsolidated affiliate		123,507			—				—		123,507
Operating lease assets		73,737			—				—		73,737
Goodwill		78,591			—				—		78,591
Other intangible assets, net of accumulated amortization		81,789			—				—		81,789
Deferred income taxes		6,270			—				—		6,270
Other assets		10,457			2,000		(a)		—		12,457
Property, plant and equipment:
Land		37,534			—				—		37,534
Buildings and improvements		169,369			549		(b)		—		169,918
Machinery and equipment		848,833			12,533		(b)		—		861,366
Construction in progress		34,524			2,065		(b)		—		36,589
Total property, plant and equipment		1,090,260			15,147				—		1,105,407
Less: accumulated depreciation		673,678			8,720		(b)		—		682,398
Total property, plant and equipment, net		416,582			6,427				—		423,009
Total assets	$	1,846,726		$	11,028			$	—	$	1,857,754
Liabilities and equity
Current liabilities:
Accounts payable	$	405,160		$	1,485		(b)	$	—	$	406,645
Short-term borrowings		—			150,000		(a)		—		150,000
Accrued compensation, contributions to employee benefit plans and related taxes		28,385			6,695		(b)		—		35,080
Other accrued items		12,235			2,672		(b)		—		14,907
Current operating lease liabilities		5,860			—				—		5,860
Current maturities of long-term debt due to Parent		20,000			(20,000	)	(a)		—		—
Total current liabilities		471,640			140,852				—		612,492
Other liabilities		33,402			5,222		(b)		—		38,624
Noncurrent operating lease liabilities		70,450			—				—		70,450
Deferred income taxes		23,831			1,366		(g)		—		25,197
Total liabilities		599,323			147,440				—		746,763
Equity:
Common stock		—			—				—		—
Additional paid-in capital		—			993,952		(f)		—		993,952
Net parent investment		1,130,364			(1,130,364	)	(a,b,f)		—		—
Accumulated other comprehensive income, net of taxes		(10,255	)		—				—		(10,255	)
Total equity - controlling interest		1,120,109			(136,412	)			—		983,697
Noncontrolling interests		127,294			—				—		127,294
Total equity		1,247,403			(136,412	)			—		1,110,991
Total liabilities and equity	$	1,846,726		$	11,028			$	—	$	1,857,754

See the accompanying notes to the unaudited pro forma combined financial statements.

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STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS

	Three Months Ended August 31, 2023
(In thousands, except per common share amounts)	Historical			Transaction Accounting Adjustments			Autonomous Entity Adjustments				Pro Forma
Net sales	$	905,828		$	—		$	900		(h)	$	906,728
Cost of goods sold		777,274			—			—				777,274
Gross margin		128,554			—			900				129,454
Selling, general and administrative expense		53,804			—			(2,476	)	(i,j)		51,328
Impairment of long-lived assets		1,401			—			—				1,401
Restructuring and other income, net		—			—			—				—
Separation costs		3,626			—			—				3,626
Operating income		69,723			—			3,376				73,099
Other income (expense):
Miscellaneous income, net		947			—			—				947
Interest expense, net		(536	)		(2,835	)(e)		—				(3,371	)
Equity in net income of unconsolidated affiliate		8,957			—			—				8,957
Earnings before income taxes		79,091			(2,835	)		3,376				79,632
Income tax expense (benefit)		17,036			(661	)(g)		788		(k)		17,163
Net earnings		62,055			(2,174	)		2,588				62,469
Net earnings attributable to noncontrolling interests		3,597			—			—				3,597
Net earnings attributable to controlling interest	$	58,458		$	(2,174	)	$	2,588			$	58,872
Pro forma basic
Average common shares outstanding										(c)
Earnings per common share attributable to controlling interest
Pro forma diluted
Average common shares outstanding										(d)
Earnings per common share attributable to controlling interest

See the accompanying notes to the unaudited pro forma combined financial statements.

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STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS

	Fiscal Year Ended May 31, 2023
(In thousands, except per common share amounts)	Historical			Transaction Accounting Adjustments			Autonomous Entity Adjustments				Pro Forma
Net sales	$	3,607,687		$	—		$	3,900		(h)	$	3,611,587
Cost of goods sold		3,271,182			—			—				3,271,182
Gross margin		336,505			—			3,900				340,405
Selling, general and administrative expense		200,847			—			(3,350	)	(i,j)		197,497
Impairment of long-lived assets		2,112			—			—				2,112
Restructuring and other income, net		(4,204	)		—			—				(4,204	)
Separation costs		17,515			—			—				17,515
Operating income		120,235			—			7,250				127,485
Other income (expense):
Miscellaneous income, net		3,731			—			—				3,731
Interest expense, net		(2,999	)		(10,812	)(e)		—				(13,811	)
Equity in net income of unconsolidated affiliate		7,725			—			—				7,725
Earnings before income taxes		128,692			(10,812	)		7,250				125,130
Income tax expense (benefit)		28,995			(2,523	)(g)		1,692		(k)		28,164
Net earnings		99,697			(8,289	)		5,558				96,966
Net earnings attributable to noncontrolling interests		12,642			—			—				12,642
Net earnings attributable to controlling interest	$	87,055		$	(8,289	)	$	5,558			$	84,324
Pro forma basic
Average common shares outstanding										(c)
Earnings per common share attributable to controlling interest
Pro forma diluted
Average common shares outstanding										(d)
Earnings per common share attributable to controlling interest

See the accompanying notes to the unaudited pro forma combined financial statements.

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For further information regarding the historical combined financial statements, please refer to the historical combined financial statements included in this information statement. The unaudited pro forma combined balance sheet as of August 31, 2023 and the unaudited pro forma combined statement of earnings for the three months ended August 31, 2023 and for the fiscal year ended May 31, 2023 include adjustments related to the following:

Transaction Accounting Adjustments:

(a) Reflects the effects of our anticipated post-separation capital structure, including a $150.0 million cash distribution to Parent in consideration of the contribution of the net assets that comprise our business. This distribution to Parent is expected to be funded through borrowings under the $550.0 million senior secured revolving credit facility expected to be executed in connection with the separation, leaving $400.0 million of borrowing capacity available to be drawn post-separation. Borrowings outstanding under this credit facility are expected to have maturities up to one year and accrue interest at rates equal to an applicable margin over the SOFR Rate. We expect to incur approximately $2.0 million of issuance costs to execute the revolving credit facility, which will be amortized to interest expense over the expected five-year term and are reflected within other assets. The value and terms of such indebtedness and related capital structure remain under strategic review and will be finalized prior to the planned Separation.

Our anticipated post-separation capital structure does not contemplate the $20.0 million outstanding under the term loan between our consolidated TWB joint venture and Parent included in the combined balance sheet as of August 31, 2023. This note matures on May 31, 2024, and is expected to be settled prior to the planned Separation as TWB has both the ability and intent to do so. To the extent not settled in cash prior to separation, Parent will contribute its corresponding note receivable in conjunction with the transfer of other Parent assets and liabilities as discussed in (b) below.

(b) Reflects adjustments for certain assets and liabilities that are expected to be transferred to us from Parent in connection with the planned Separation, including assets with a book value of $9.0 million at August 31, 2023, consisting primarily of shared fixed assets historically recorded within Parent corporate entities that will be assigned to us, and liabilities with carrying amounts of $16.1 million at August 31, 2023, consisting primarily of compensation accruals, including those associated with Parent’s long-term incentive compensation plan, associated with certain corporate employees that will become employees of Worthington Steel post-separation.

(c) The number of Worthington Steel common shares used to compute basic earnings per share is based on the number of Worthington Steel common shares assumed to be outstanding, based on: (a) the number of Parent’s common shares assumed to be outstanding on August 31, 2023 and (b) assuming a distribution ratio of    Worthington Steel common share[s] for every    outstanding common share[s] of Worthington Industries, Inc. Worthington Steel common shares are not expected to have a par value.

(d) The number of shares used to compute diluted earnings per share is based on the number of common shares of Worthington Steel as described in note (c) above, plus incremental shares assuming exercise of dilutive outstanding options and restricted stock awards. This calculation may not be indicative of the dilutive effect that will actually result from Worthington Steel stock-based awards issued in connection with the adjustment of outstanding Parent stock-based awards or the grant of new stock-based awards. The number of dilutive common shares underlying Worthington Steel stock-based awards issued in connection with the adjustment of outstanding Parent stock-based awards will not be determined until the distribution date or shortly thereafter.

(e) Reflects the addition of estimated interest expense related to the amounts drawn on the senior secured revolving credit facility described in note (a) above and amortization of the related deferred debt issuance costs. Interest expense assumes a 1.5% spread over the SOFR Rate. This interest rate may be higher or lower if our actual interest rate or credit spread change. Pro forma interest expense has also been reduced to exclude the effects of the related party debt described in (a) above.

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(f) Reflects the reclassification of Worthington’s investment in us, which was recorded as a component of equity, into additional paid-in-capital.

(g) Represents the tax effects of the transaction pro forma adjustments as the applicable statutory tax rate for both the three months ended August 31, 2023 and the fiscal year ended May 31, 2023. The effective tax rate of Worthington Steel could be different (either higher or lower) depending on activities subsequent to the planned Separation. The impacts of pro forma adjustments on deferred tax assets and liabilities were offset against existing deferred tax assets and liabilities reflected in our historical combined balance sheet.

Autonomous Entity Adjustments:

(h) Reflects the incremental margin on post-separation sales to Parent under the steel supply agreement between us and New Worthington.

(i) Includes incremental SG&A expense of $0.1 million and $0.3 million for the three months ended August 31, 2023 and the fiscal year ended May 31, 2023, respectively, to capture the effects of the transition services agreement that will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation.

(j) Includes a reduction in SG&A expense of $2.6 million and $3.7 million for the three months ended August 31, 2023 and the fiscal year ended May 31, 2023, respectively, to capture the effects of the employee matters agreement, which is expected to result in lower corporate profit sharing and bonus expense post-separation than what was allocated to Worthington Steel in the combined financial statements.

(k) Represents the tax effects of the autonomous pro forma adjustments as the applicable statutory tax rate for both the three months ended August 31, 2023 and the fiscal year ended May 31, 2023. The effective tax rate of Worthington Steel could be different (either higher or lower) depending on activities subsequent to the planned Separation.

Management Adjustments:

We have elected to present management adjustments to the pro forma financial information and included all adjustments necessary for a fair statement of such information. Following the planned Separation, we expect to incur incremental costs as a separate public company in certain of our corporate support functions (e.g., finance, accounting, tax, treasury, IT, HR, and legal, among others). We received the benefit of economies of scale as a business unit of Parent; however, in establishing these support functions independently, the expenses will be higher than the prior shared allocation.

As a stand-alone public company, we expect to incur certain costs in addition to those incurred pursuant to the autonomous adjustments as described in notes (h) through (j) above, including costs resulting from:

• One-time and non-recurring expenses to stand-up the corporate functions required to operate as a stand-alone public company. These non-recurring costs primarily relate to system implementations and business and facilities separation; and

• Recurring and ongoing costs required to operate our stand-alone corporate functions as well as public company costs such as external reporting, internal audit, treasury, investor relations, board of directors and officers, and stock administration.

The additional expenses have been estimated based on assumptions that our management believes are reasonable. However, actual additional costs that will be incurred could be different from the estimates and would depend on several factors, including the economic environment and strategic decisions made. In addition, adverse effects and limitations including those discussed in the section entitled “Risk Factors” to this document may impact actual costs incurred.

We estimate that we would have incurred approximately $6.0 million of total expenses (including one-time expenses of approximately $1.3 million and recurring expenses of approximately $4.7 million) for the three months ended August 31, 2023.

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For the Three Months Ended August 31, 2023

Unaudited pro forma combined net earnings attributable to Worthington Steel(1)	$	58,872
Management adjustments		(6,015	)
Income tax effects		1,403
Unaudited pro forma combined net earnings attributable to Worthington Steel after management adjustments	$	54,260
Pro forma basic earnings per common share attributable to controlling interest after management adjustments
Pro forma diluted earnings per common share attributable to controlling interest after management adjustments

(1) As shown in the unaudited pro forma combined statement of earnings

We estimate that we would have incurred approximately $15.8 million of total expenses (including one-time expenses of approximately $2.4 million and recurring expenses of approximately $13.4 million) for the fiscal year ended May 31, 2023.

For the Fiscal Year Ended May 31, 2023

Unaudited pro forma combined net earnings attributable to Worthington Steel(1)	$	84,324
Management adjustments		(15,790	)
Income tax effects		3,684
Unaudited pro forma combined net earnings attributable to Worthington Steel after management adjustments	$	72,218
Pro forma basic earnings per common share attributable to controlling interest after management adjustments
Pro forma diluted earnings per common share attributable to controlling interest after management adjustments

(1) As shown in the unaudited pro forma combined statement of earnings

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to “Worthington Steel” or the “Company” (“we,” “us,” or “our”) shall mean the net assets and operating activities comprising the steel processing business of Worthington Industries, Inc. (“Worthington” or “Parent”). Worthington Steel, Inc., which was established on February 28, 2023 will be Worthington Steel’s new ultimate parent company. Worthington Steel, Inc. has engaged in no business activities to date and has no assets or liabilities of any kind, other than those incident to its formation. Parent will operate under a new name upon the completion of the planned Separation, Worthington Enterprises, Inc. (“New Worthington”). References herein to “fiscal 2023,” “fiscal 2022” or “fiscal 2021” refer to the fiscal years ended May 31, 2023, 2022 and 2021, respectively. References herein to the “first quarter of fiscal 2024” or “first quarter of fiscal 2023” refer to the three months ended August 31, 2023 and 2022, respectively. Refer to “Note A – The Proposed Separation, Description of the Business, and the Basis of Presentation” in the accompanying combined financial statements for additional information.

This MD&A is designed to provide a reader of our financial statements with a narrative explanation of our financial results in a manner that enables them to evaluate the Company’s performance through the eyes of management. This MD&A should be read in conjunction with “Unaudited Pro Forma Combined Financial Statements” and our combined financial statements and accompanying notes included elsewhere in this information statement. This MD&A includes forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from the results referred to in these forward-looking statements, see “Cautionary Statement Concerning Forward-Looking Statements.” This MD&A is divided into ten main sections:

• Separation from Worthington Industries, Inc.;

• Basis of Presentation;

• Transition to Stand-alone Company;

• Business Overview;

• Recent Business Developments;

• Acquisitions and Divestitures;

• Trends and Factors Impacting our Performance;

• Results of Operations;

• Liquidity and Capital Resources; and

• Critical Accounting Estimates.

Separation from Worthington Industries, Inc.

On September 29, 2022, Parent announced its intention to spin off the net assets and operating activities comprising its steel processing business into a separate stand-alone publicly traded company through a generally tax-free pro rata distribution of 100% of the common shares of Worthington Steel to Parent’s shareholders. While Parent currently intends to effect the distribution, subject to satisfaction of certain conditions, Parent has no obligation to pursue or consummate any dispositions of its ownership interest in us, including through the distribution, by any specified date or at all. The distribution is subject to various conditions, including the transfer of assets and liabilities to us in accordance with the separation agreement; due execution and delivery of the agreements relating to the separation; no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition in effect preventing the consummation of the separation, the distribution or any of the related transactions; acceptance for listing on the New York Stock Exchange (the “NYSE”) of our

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common shares to be distributed, subject to official notice of distribution; completion of the financing described under the section entitled “Description of Certain Indebtedness” and no other event or development having occurred or in existence that, in the judgment of the board of directors of Parent (the “Parent Board”), in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions.

The conditions to the distribution may not be satisfied, Parent may decide not to consummate the distribution even if the conditions are satisfied or Parent may decide to waive one or more of these conditions and consummate the distribution even if all of the conditions are not satisfied. If the distribution is completed and the Parent’s board of directors waived any such condition, such waiver could have a material adverse effect on (i) New Worthington’s and Worthington Steel’s respective business, financial condition or results of operations, (ii) the trading price of Worthington Steel’s common shares or (iii) the ability of stockholders to sell their Worthington Steel shares after the distribution, including, without limitation, as a result of (a) illiquid trading if Worthington Steel common shares are not accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution. If Parent elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Parent will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as Parent determines to be necessary and appropriate in accordance with applicable law. There can be no assurance whether or when any such transaction will be consummated or as to the final terms of any such transaction.

Basis of Presentation

The accompanying combined financial statements have been prepared on a stand-alone, carve-out basis using the consolidated financial statements and accounting records of Parent. The combined financial statements reflect the operations of Worthington Steel, as historically managed, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The carve-out financial statements may not include all expenses that would have been incurred had the Company existed as a separate, stand-alone entity during the periods presented. In addition, transactions and accounts which have occurred within the Company have been eliminated, based on historical intracompany activity. Parent’s net investment in these operations, including intercompany transactions between us and Parent are reflected as net parent investment in the accompanying combined financial statements. Certain situations require management to make estimates based on judgments and assumptions, which may affect the reported amounts of assets and respective disclosures at the date of the financial statements. Management’s judgements and assumptions may also affect the reported amounts of net sales and expenses during the reporting periods. Actual results could differ from these management estimates.

The Company has historically been dependent on Parent for all of its working capital and financing requirements and, with the exception of cash held outside of the United States, has participated in Parent’s centralized cash management and financing arrangements. Financing transactions relating to the Company are reflected within equity as net parent investment. Accordingly, none of Parent’s cash, cash equivalents or debt has been assigned to the Company. Prior to its June 2023 termination, borrowings outstanding under the May 19, 2022, revolving trade accounts receivable securitization facility (the “AR Facility”) and related interest expense are included in these combined financial statements as Worthington Steel is the legal party to the arrangement.

In contemplation of our anticipated post-separation capital structure, the Company elected to terminate the AR Facility in June 2023, and expects to replace it with a new secured credit facility, as described in the notes to the unaudited pro forma combined financial statements contained elsewhere in this information statement. No early termination or other similar fees or penalties were paid in connection with the termination. See “Recent Business Developments” for additional information.

Net parent investment, which includes retained earnings, represents Worthington’s interest in the recorded net assets of the Company. All significant transactions between us and Parent have been properly accounted for in the accompanying combined financial statements as related party transactions. To the extent not expected to be settled in cash, these transactions are reflected in the accompanying combined statements of equity as transfers (to) from Parent, net and in the accompanying combined balance sheets within net parent investment.

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The effects of transactions with Parent are discussed further in “Note Q – Related Party Transactions” in the accompanying audited combined financial statements and “Note L – Related Party Transactions” in the accompanying unaudited combined financial statements.

Transition to Stand-alone Company

Our historical combined financial statements include expense allocations for certain support functions provided by Parent on a centralized basis, such as corporate back-office functions (e.g., finance, accounting, tax, treasury, IT, HR, and legal, among others) and related services as well as other general and administrative costs that serve to benefit Parent and its businesses overall. These expenses have been allocated to us on the basis of direct usage where identifiable, with all other shared costs allocated on the basis of profitability or headcount, where appropriate. We consider the basis on which expenses have been allocated to be a reasonable reflection of the services provided to and the benefit derived from the use of such support functions.

As a separate public company, our ongoing costs related to certain support functions historically provided by Parent (e.g., finance, accounting, tax, treasury, IT, HR, and legal, among others) will likely exceed the amounts that have been allocated to us in these combined financial statements. Following the separation, we expect Parent to continue to provide some of these services on a transitional basis in exchange for agreed-upon fees. We also expect to provide certain services to Parent on a transitional basis in exchange for agreed-upon fees. In addition to one-time costs to design and establish our corporate functions, we also expect to incur other ongoing and incremental costs associated with being a stand-alone public company, including:

• additional personnel costs, including salaries, benefits and potential bonuses and/or stock-based compensation awards for staff additions to establish certain corporate functions historically supported by Parent and not covered by the transition services agreement; and

• corporate governance costs, including board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and stock exchange listing fees.

Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and organizational needs and negotiating terms with third-party vendors.

We expect these stand-alone public company costs to be in excess of the costs that have been historically allocated to us. Based on current facts and circumstances, we estimate the costs associated with being a stand-alone publicly-traded company to be in the range of approximately $75.0 million and $85.0 million per year compared to annual run-rate of approximately $70.0 million allocated to us in the accompanying audited combined financial statements. Moreover, we expect we may incur certain nonrecurring internal and external costs to implement new systems and stand-up stand-alone processes and controls. See “Unaudited Pro Forma Combined Financial Statements” for additional information relating to stand-alone public company costs.

We do not anticipate that increased costs solely from becoming an independent, publicly-traded company will have an adverse effect on our growth or business strategies in the future.

Business Overview

Worthington Steel is one of North America’s premier value-added steel processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market leading positions in the North American carbon flat-rolled steel and tailor welded blanks industries and, with the recent acquisition of Tempel Steel Company (“Tempel”), are now one of the largest global producers of electrical steel laminations. For nearly 70 years, we have been delivering high quality steel processing capabilities across a variety of end-markets including automotive, heavy truck, agriculture, construction, and energy. With the ability

to produce customized steel solutions, we aim to be the preferred value-added steel processor in the markets we serve by delivering highly technical, customer specific solutions, while also providing advanced materials

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support and price risk management solutions to optimize customer supply chains. Our scale and operating footprint allow us to achieve an advantaged cost structure and service platform supported by a strategic operating footprint. We serve our customers primarily by processing flat-rolled steel coils, which we source primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. We can sell steel on a direct basis, whereby we are exposed to the risk and rewards of ownership of the material while in our possession. Alternatively, we can also toll process steel under a fee for service arrangement whereby we process customer-owned material. Our manufacturing facilities further benefit from the flexibility to scale between direct versus tolling services based on demand dynamics throughout the year.

Our operations are managed principally on a products and services basis under a single group organizational structure. We own controlling interests in the following consolidated operating joint ventures: Spartan Steel Coating, L.L.C. (“Spartan”), TWB Company, L.L.C. (“TWB”), Worthington Samuel Coil Processing LLC (“Samuel”), and Worthington Specialty Processing (“WSP”), through October 2022 when we completed the divestiture of the remaining net assets of the WSP joint venture. The net assets and operating results of these joint ventures are consolidated with the equity owned by the minority joint venture member shown as “Noncontrolling interests” in our combined balance sheets, and the noncontrolling interest in net earnings and other comprehensive income (loss) (“OCI”) shown as net earnings or comprehensive income attributable to noncontrolling interests in our combined statements of earnings and combined statements of comprehensive income (loss), respectively. The remaining joint venture, Serviacero Worthington, is unconsolidated and accounted for using the equity method.

Recent Business Developments

• On June 29, 2023, we terminated our revolving trade accounts receivable securitization facility that allowed us to borrow up to $175.0 million. No early termination or other similar fees or penalties were paid in connection with the termination. See “Note F – Debt and Receivables Securitization” of the unaudited combined financial statements for additional information.

Acquisitions and Divestitures

There were no acquisitions completed during the first quarter of fiscal 2024 or fiscal 2023. In fiscal 2022, we acquired the following businesses:

• On December 1, 2021, we acquired all of the issued and outstanding capital stock of Tempel, a leading global manufacturer of precision motor and transformer laminations for the electrical steel market. The purchase price consisted of cash consideration of approximately $272.2 million, plus the assumption of certain long-term liabilities. Tempel employs approximately 1,500 people, and is headquartered in Chicago, Illinois, with additional manufacturing locations in Burlington, Canada, Changzhou, China, Chennai, India and Monterrey, Mexico.

• On June 8, 2021, we acquired certain assets of the Shiloh Industries’ U.S. BlankLight^® business (“Shiloh”), a provider of light-weighting laser welded solutions, for approximately $104.5 million. The acquisition included three facilities that are being operated as part of TWB, our consolidated blanking joint venture. In addition to providing incremental capacity, the acquisition expanded our capabilities in this space to include light-weight aluminum tailor welded blanks.

There were no business divestitures during the first quarter of fiscal 2024. In fiscal 2023 and fiscal 2022, we completed the following business divestitures:

• On October 31, 2022, our consolidated joint venture, WSP, ceased operations and sold its remaining manufacturing facility, located in Jackson, Michigan, for net proceeds of approximately $20.8 million, resulting in a pre-tax gain of $3.9 million within restructuring and other (income) expense, net. Refer to “Note F – Restructuring and Other (Income) Expense, Net” in the accompanying audited combined financial statements for additional information.

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• In April of fiscal 2022, we completed the exit of the Decatur, Alabama steel processing facility and sold the remaining fixed assets with a net book value of $1.4 million for net cash proceeds of $4.0 million.

• On June 9, 2021, our consolidated joint venture, WSP, sold the remaining assets of its Canton, Michigan, facility for approximately $19.9 million, resulting in a pre-tax gain of $12.2 million within restructuring and other income, net during fiscal 2022. Additionally, on May 2, 2022, we purchased the non-controlling 49% interest in Worthington Taylor, the entity which owned the assets of WSP’s former Taylor, Michigan facility, for approximately $6.8 million. Worthington Taylor is now one of our wholly-owned subsidiaries. WSP continued to operate the then remaining location in Jackson, Michigan, through its divestiture in October 2022.

Trends and Factors Impacting our Performance

The steel processing industry is fragmented and highly competitive. Given the broad base of services offered, specific competitors vary based on the target industry, product type, service type, size of program and geography. Competition is primarily on the basis of price, product quality and the ability to meet delivery requirements. Processed steel products are priced competitively, primarily based on market factors, including, among other things, market pricing, the cost and availability of raw materials, transportation and shipping costs, and overall economic conditions in the U.S. and abroad.

General Economic and Market Conditions

We sell our products and services to a diverse customer base and a broad range of end markets. The breakdown of net sales by end market for the first quarters of fiscal 2024 and 2023 and the fiscal years ended 2023 and 2022 is illustrated below:

	Three Months Ended					Fiscal Year Ended
	August 31,					May 31,
Net sales by end market		2023		2022			2023		2022
Automotive		54	%	46	%		50	%	48	%
Construction		11	%	17	%		13	%	18	%
Agriculture		4	%	7	%		6	%	7	%
Heavy Trucks		6	%	5	%		5	%	6	%
Machine & Equipment		9	%	9	%		10	%	5	%
Other		16	%	16	%		16	%	16	%
Total		100	%	100	%		100	%	100	%

The automotive industry is one of the largest consumers of flat-rolled steel, and thus the largest end market for Worthington Steel as well as our unconsolidated joint venture, Serviacero Worthington. North American vehicle production, primarily by the Detroit Three automakers, is a leading indicator of automotive demand. North American vehicle production was up in the first quarter of fiscal 2024 and the fiscal year ended 2023, although overall demand has yet to recover to pre-COVID 19 levels.

Our remaining net sales are to other markets such as agricultural, appliance, construction, container, energy, heavy-truck, HVAC, and, with the fiscal 2022 addition of Tempel, industrial electric motor, generator, and transformer. Given the many different products that make up these net sales and the wide variety of end markets, it is very difficult to detail the key market indicators that drive this portion of our business. However, we believe that the trend in U.S. GDP growth is a good economic indicator for analyzing the demand of these end markets. End demand in both the residential and commercial construction markets softened in fiscal 2023, likely driven by a combination of rising interest rates and general economic uncertainty.

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Inflation and government deficits and debt remain at high levels. In the U.S., inflation was 3.7% in August 2023 compared to 8.3% in August 2022 and 4.0% in May 2023 compared to 8.6% in May 2022. Inflationary pressures have been felt across our business in the form of higher input and conversion costs as well as higher overall selling, general and administrative (“SG&A”) expense. The U.S. Federal Reserve has pushed interest rates to the highest level in more than 15 years in an attempt to slow growth and reduce inflation. The impact of high interest rates could have a negative impact on the economy and various end markets that we serve, as well as overall domestic steel demand.

We use the following information to monitor our costs and demand in our major end markets.

	Three Months Ended August 31,
	2023			2022 (1)			Inc/(Dec)
U.S. GDP (% growth year-over-year)		2.2	%		1.8	%		0.4	%
Hot-Rolled Steel ($ per ton) (2)	$	879		$	978		$	(99	)
Detroit Three Auto Build (000’s vehicles) (3)		1,791			1,729			62
No. America Auto Build (000’s vehicles) (3)		4,028			3,638			390
Zinc ($ per pound) (4)	$	1.09		$	1.55		$	(0.46	)
Natural Gas ($ per mcf) (5)	$	2.57		$	7.87		$	(5.30	)
On-Highway Diesel Fuel Prices ($ per gallon) (6)	$	4.02		$	5.42		$	(1.40	)

	Fiscal Year Ended May 31,
	2023			2022 (1)			2021 (1)			2023 vs. 2022			2022 vs. 2021
U.S. GDP (% growth year-over-year)		1.7	%		5.4	%		2.8	%		(3.7	%)		2.6	%
Hot-Rolled Steel ($ per ton)(2)	$	889		$	1,588			869		$	(699	)	$	719
Detroit Three Auto Build (000’s vehicles)(3)		6,906			6,164			6,808			742			(644	)
No. America Auto Build (000’s vehicles)(3)		14,910			13,225			14,813			1,685			(1,588	)
Zinc ($ per pound)(4)	$	1.40		$	1.56		$	1.15		$	(0.16	)	$	0.41
Natural Gas ($ per mcf)(5)	$	5.22		$	4.92		$	2.49		$	0.30		$	2.43
On-highway Diesel Fuel Prices ($ per gallon)(6)	$	4.80		$	3.99		$	3.17		$	0.81		$	0.82

(1) 2022/2021 figures based on revised actuals

(2) CRU Hot-Rolled Index; period average

(3) IHS Global (S&P)

(4) LME zinc; period average

(5) NYMEX Henry Hub Natural Gas; period average

(6) Energy Information Administration; period average

Sales to one automotive customer represented 17%, 16%, 17% and 17% of our combined net sales during the first quarter of fiscal 2024 and during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. While our automotive business is largely driven by the production schedules of the Detroit Three automakers, our customer base is much broader and includes other domestic manufacturers and many of their suppliers.

Sales for most of our products are generally strongest in our fiscal fourth quarter when our facilities operate at seasonal peaks. Historically, sales have been weaker in our fiscal third quarter, primarily due to reduced seasonal activity in the building and construction industry, as well as customer plant shutdowns due to holidays, particularly in the automotive industry. We do not believe backlog is a significant indicator of our business.

Impact of Raw Material Prices

Our principal raw materials are flat-rolled steel, including electrical steel, which we purchase in coils from integrated steel mills and mini-mills. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. This volatility can significantly affect our

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steel costs. In an environment of increasing prices for steel and other raw materials, competitive conditions may impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected. Also, if steel prices decrease, in general, competitive conditions may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials to complete orders for which the selling prices have decreased. Declining steel prices could also require us to write-down the value of our inventories to reflect current market pricing. Further, the number of suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and consolidation may continue. Accordingly, if delivery from a major steel supplier is disrupted, it may be more difficult to obtain an alternative supply than in the past.

The market price of our products is closely related to the price of Hot Rolled Coil (HRC). The price of benchmark HRC is primarily affected by the demand for steel and the cost of raw materials. During fiscal 2021 and into fiscal 2022, steel prices increased significantly due to supplier consolidation, tight mill orders due to the COVID-19 pandemic, the war in Ukraine and tariffs on foreign steel. During the first three quarters of fiscal 2023, steel prices decreased before increasing again in the fourth quarter due to production cuts at major steel mills and the replenishing of inventories in major end markets. During the first quarter of fiscal 2024, steel prices decreased steadily, reflecting a gradual normalization of steel supply-demand balance.

To manage our exposure to market risk, we attempt to negotiate the best prices for steel and to competitively price products and services to reflect the fluctuations in market prices. Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in the cost of certain steel. These contracts covered periods commensurate with known or expected exposures throughout the periods presented. The derivative financial instruments were executed with highly rated financial institutions.

The following table presents the average quarterly market price per ton of hot-rolled steel during fiscal 2024 (first quarter), fiscal 2023 fiscal 2022, and fiscal 2021:

	Fiscal Year
(Dollars per ton) (1)	2024		2023		2022		2021
1st Quarter	$	879	$	978	$	1,762	$	475
2nd Quarter		N/A	$	742	$	1,888	$	625
3rd Quarter		N/A	$	720	$	1,421	$	1,016
4th Quarter		N/A	$	1,116	$	1,280	$	1,358
Annual Avg.	$	879	$	889	$	1,588	$	869

(1) CRU Hot-Rolled Index

No matter how efficient, our operations, which use steel as a raw material, create some amount of scrap. The expected price of scrap compared to the price of the steel raw material is factored into pricing. Generally, as the price of steel increases, the price of scrap increases by a similar amount. When increases in scrap prices do not keep pace with the increases in the price of the steel raw material, it can have a negative impact on our margins.

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Results of Operations

First Quarter – Fiscal 2024 Compared to Fiscal 2023

The following table presents combined operating results for the periods indicated:

	Three Months Ended August 31,
(In millions)	2023		2022		Increase/ (Decrease)
Net sales	$	905.8	$	1,074.6	$	(168.8	)
Operating income		69.7		40.9		28.8
Equity income		9.0		1.8		7.2
Net earnings attributable to controlling interest		58.5		30.1		28.4

The following table presents combined volume for the periods presented:

	Three Months Ended August 31,
	2023		2022		Increase/ (Decrease)
Tons		1,023,545		1,003,908		19,637

Net sales totaled $905.8 million in the first quarter of fiscal 2024, down $168.8 million, compared to the first quarter of fiscal 2023, driven almost entirely by lower average selling prices due to lower year over year steel market prices. The mix of direct versus toll tons processed was 56% to 44% in the first quarter of fiscal 2024, compared to 58% to 42% in the prior year quarter. Excluding the impact of the prior year divestiture of the remaining WSP toll processing facility in Jackson, Michigan, toll volumes were up 18% and direct tons were down slightly.

Gross Margin

	Three Months Ended August 31,
(In millions)	2023		% of Net sales			2022		% of Net sales			Increase/ (Decrease)
Gross Margin	$	128.6		14.2	%	$	88.6		8.2	%	$	40.0

Gross margin increased $40.0 million from the first quarter of fiscal 2023 to $128.6 million, due primarily to favorable direct spreads, including an estimated $17.0 million favorable swing from $1.5 million estimated inventory holding losses in the first quarter of fiscal 2023 to estimated holding gains of $15.5 million in the first quarter of fiscal 2024.

Selling, General and Administrative Expense

	Three Months Ended August 31,
(In millions)	2023		% of Net sales			2022		% of Net sales			Increase/ (Decrease)
Selling, general and administrative expense	$	53.8		5.9	%	$	47.3		4.4	%	$	6.5

SG&A expenses increased $6.5 million from the prior year quarter due primarily to higher healthcare and other benefit-related costs, and, to a lesser extent, higher wages.

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Other Operating Items

	Three Months Ended August 31,
(In millions)	2023		2022		Increase/ (Decrease)
Impairment of long-lived assets	$	1.4	$	0.3	$	1.1
Restructuring and other income, net		—		0.1		(0.1	)
Separation costs		3.6		—		3.6

• Impairment of long-lived assets in both the current year and prior year quarters was driven by changes in the estimated fair market value less cost to sell related to ongoing efforts to divest certain production equipment of our former toll processing facility in Cleveland, Ohio. Refer to “Note D – Impairment of long-lived assets” in the accompanying unaudited combined financial statements for additional information.

• Separation costs of $3.6 million during the first quarter of fiscal 2024 reflect direct and incremental costs incurred in connection with the planned Separation, including third-party advisory fees, certain employee-related costs and non-recurring costs associated with the separation of shared corporate functions. Refer to “Note A – The Proposed Separation, Description of the Business, and Basis of Presentation” in the accompanying unaudited combined financial statements for additional information.

Miscellaneous Income, Net

	Three Months Ended August 31,
(In millions)	2023		2022		Increase/ (Decrease)
Miscellaneous income, net	$	0.9	$	0.2	$	0.7

Miscellaneous income increased $0.7 million over the first quarter of fiscal 2023, due primarily to foreign currency remeasurement gains generated by Tempel and TWB.

Interest Expense, Net

	Three Months Ended August 31,
(In millions)	2023		2022		Increase/ (Decrease)
Interest expense, net	$	0.5	$	1.3	$	(0.8	)

Interest expense, net decreased $0.8 million from the first quarter of fiscal 2023, primarily due to lower average debt levels associated with a reduction in long-term debt with Parent and lower short-term borrowings under the AR Facility, which was terminated in June 2023. Refer to “Note F – Debt and Receivables Securitization” in the accompanying unaudited combined financial statements for additional information.

Equity Income

	Three Months Ended August 31,
(In millions)	2023		2022		Increase/ (Decrease)
Serviacero Worthington	$	9.0	$	1.8	$	7.2

Equity earnings at Serviacero Worthington increased $7.2 million from the first quarter of fiscal 2023, driven by improved direct spreads and higher volume, partially offset by higher manufacturing expenses.

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Income Taxes

	Three Months Ended August 31,
(In millions)	2023		Effective Tax Rate			2022		Effective Tax Rate			Increase/ (Decrease)
Income tax expense	$	17.0		22.9	%	$	10.3		25.4	%	$	6.7

Income tax expense increased $6.7 million from the first quarter of fiscal 2023 to $17.0 million. The increase was driven primarily by higher pre-tax earnings. Tax expense in the first quarter of fiscal 2024 reflected an estimated annual effective rate of 22.9% compared to 25.4% in the first quarter of fiscal 2023. For additional information regarding our income taxes, refer to “Note I – Income Taxes” in the accompanying unaudited combined financial statements.

Adjusted EBIT

We evaluate operating performance on the basis of adjusted earnings before interest and taxes (“adjusted EBIT”). EBIT, a non-GAAP financial measure, is calculated by adding interest expense and income tax expense to net earnings attributable to controlling interest. Adjusted EBIT excludes impairment and restructuring expense (income), but may also exclude other items, as described below, that management believes are not reflective of, and thus should not be included when evaluating the performance of our ongoing operations. Adjusted EBIT is a non-GAAP financial measure and is used by management to evaluate operating performance, engage in financial and operational planning and determine incentive compensation because we believe that this financial measure provides additional perspective on the performance of our ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in our businesses and enable investors to evaluate operations and future prospects in the same manner as management.

	Three Months Ended August 31,
(In millions)	2023		2022
Net earnings attributable to controlling interest	$	58.5	$	30.1
Interest expense, net		0.5		1.3
Income tax expense		17.0		10.3
EBIT		76.0		41.7
Impairment of long-lived assets (1)		0.9		0.2
Restructuring and other income, net (2)		—		0.1
Separation costs (3)		3.6		—
Adjusted EBIT	$	80.5	$	42.0

(1) Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical, current and forecasted financial results. Non-cash impairment charges in both periods were driven by changes in the estimated fair market value less cost to sell related to ongoing efforts to divest certain production equipment of our Samuel joint venture’s former toll processing facility in Cleveland, Ohio, and exclude the impact of the noncontrolling interest. A more detailed discussion of our impairment activity can be found elsewhere in this MD&A as well as in “Note D – Impairment of Long-Lived Assets” in the accompanying unaudited combined financial statements.

(2) Restructuring activities consist of established programs that are not part of our ongoing operations, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). The net

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loss recognized in the first quarter of fiscal 2023 resulted primarily from severance payments associated with the exit of our former facility in Decatur, Alabama.

(3) Reflects the attribution to us of direct and incremental costs incurred by Parent in connection with the planned separation. These costs have been directly attributed to us to the extent incurred to our direct benefit, and include third-party advisory fees, certain employee-related costs and non-recurring costs associated with the separation of shared corporate functions.

Adjusted EBIT was up $38.5 million over the first quarter of fiscal 2023 to $80.5 million due to favorable direct spreads, including $17.0 million associated with the quarter-over-quarter swing in estimated inventory holding gains and losses, and, to a lesser extent, higher equity earnings at Serviacero, which were up $7.2 million.

Fiscal 2023 Compared to Fiscal 2022

The following table presents combined operating results for the periods indicated:

	Fiscal Year Ended May 31,
(In millions)	2023		2022		Increase/ (Decrease)
Net sales	$	3,607.7	$	4,068.9	$	(461.2	)
Operating income		120.2		226.6		(106.4	)
Equity income		7.7		29.8		(22.1	)
Net earnings attributable to controlling interests		87.1		180.4		(93.3	)

The following table presents combined volume for the periods presented:

	Fiscal Year Ended May 31,
	2023		2022		Increase/ (Decrease)
Tons		3,954,575		4,285,335		(330,760	)

Net sales decreased $461.2 million from fiscal 2022 to $3.6 billion in fiscal 2023, as the unfavorable impact of lower average selling prices more than offset the incremental contributions from the Tempel acquisition and a favorable shift in mix from toll tons to direct tons shipped. The mix of direct versus toll tons processed was 57% to 43% in fiscal 2023, compared to 52% to 48% in fiscal 2022. The shift in mix towards direct tons was driven primarily by lower tolling volume with our mill customers and the sale of WSP’s remaining toll processing manufacturing facility on October 31, 2022.

Gross Margin

	Fiscal Year Ended May 31,
(In millions)	2023		% of Net sales			2022		% of Net sales			Increase/ (Decrease)
Gross Margin	$	336.5		9.3	%	$	395.5		9.7	%	$	(59.0	)

Gross margin decreased $59.0 million from fiscal 2022 to $336.5 million, as the impact of lower overall volumes and higher manufacturing expenses reduced gross margin by a combined $61.6 million, more than offsetting the incremental margin resulting from the inclusion of Tempel for the full fiscal year. Additionally, direct spreads decreased $5.9 million and include an estimated $70.5 million unfavorable swing related to estimated inventory holding losses of $48.6 million in fiscal 2023 compared to estimated inventory holding gains of $21.9 million in fiscal 2022.

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Selling, General and Administrative expense

	Fiscal Year Ended May 31,
(In millions)	2023		% of Net sales			2022		% of Net sales			Increase/ (Decrease)
Selling, general and administrative expense	$	200.8		5.6	%	$	180.3		4.4	%	$	20.5

SG&A expenses increased $20.5 million in fiscal 2023 due primarily to the inclusion of Tempel for the full fiscal year.

Other Operating Items

	Fiscal Year Ended May 31,
(In millions)	2023			2022			Increase/ (Decrease)
Impairment of long-lived assets	$	2.1		$	3.1		$	(1.0	)
Restructuring and other income, net		(4.2	)		(14.5	)		10.3
Separation costs		17.5			—			17.5

Impairment charges in both fiscal 2023 and fiscal 2022 related to certain non-core steel processing assets that were written down to their estimated fair value less cost to sell in the period in which the held for sale criteria were met.

Net restructuring income in both periods resulted primarily from the wind-down of our former WSP operating joint venture, including pre-tax gains of $3.9 million in fiscal 2023 related to the divestiture of the manufacturing facility in Jackson, Michigan, and $12.2 million in fiscal 2022 related to the divestiture of the manufacturing facility in Canton, Michigan.

Separation costs reflect the attribution to us of direct and incremental costs incurred by Parent in connection with the planned separation. These costs have been directly attributed to us to the extent incurred to our direct benefit, and include audit, advisory, and legal fees as well as one-time costs to stand-up our separate corporate functions.

Refer to “Note E – Goodwill and Other Long-Lived Assets” and “Note F – Restructuring and Other (Income) Expense, Net” in the accompanying audited combined financial statements for additional information.

Miscellaneous Income, Net

	Fiscal Year Ended May 31,
(In millions)	2023		2022		Increase/ (Decrease)
Miscellaneous income, net	$	3.7	$	0.9	$	2.8

Miscellaneous income increased $2.8 million in fiscal 2023, due primarily to foreign currency remeasurement gains generated by Tempel’s operations in Mexico and Canada.

Interest Expense, Net

	Fiscal Year Ended May 31,
(In millions)	2023		2022		Increase/ (Decrease)
Interest expense, net	$	3.0	$	3.0	$	—

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Interest expense, net was flat in fiscal 2023, as the impact of the $15.0 million reduction in long-term debt with Parent was offset by interest expense on short-term borrowings under the AR Facility. Refer to “Note H – Debt and Receivables Securitization” in the accompanying audited combined financial statements for additional information.

Equity Income

	Fiscal Year Ended May 31,
(In millions)	2023		2022		Increase/ (Decrease)
Serviacero Worthington	$	7.7	$	29.8	$	(22.1	)

Equity earnings at Serviacero Worthington decreased $22.1 million in fiscal 2023 to $7.7 million, primarily due to reduced spreads driven by falling steel prices. We received cash distributions of $12.5 million from Serviacero Worthington during fiscal 2023 compared to $2.5 million in fiscal 2022.

Income Taxes

	Fiscal Year Ended May 31,
(In millions)	2023		Effective Tax Rate			2022		Effective Tax Rate			Increase/ (Decrease)
Income tax expense	$	29.0		25.0	%	$	54.0		23.1	%	$	(25.0	)

Income tax expense was down $25.0 million from fiscal 2022 to $29.0 million in fiscal 2023. The decrease was driven primarily by lower pre-tax earnings. Tax expense in the current year period reflected an estimated annual effective rate of 25.0% compared to 23.1% for the prior year period. For additional information regarding our income taxes, refer to “Note L – Income Taxes” in the accompanying audited combined financial statements.

Adjusted EBIT

The following table provides a reconciliation of combined net earnings attributable to controlling interest to adjusted EBIT for the periods presented:

	Fiscal Year Ended May 31,
(In millions)	2023			2022
Net earnings attributable to controlling interest	$	87.1		$	180.4
Interest expense, net		3.0			3.0
Income tax expense		29.0			54.0
EBIT	$	119.1		$	237.4
Impairment of long-lived assets (1)		2.0			1.9
Restructuring and other income, net (2)		(2.4	)		(8.6	)
Separation costs (3)		17.5			—
Adjusted EBIT	$	136.2		$	230.7

(1) Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical and current financial results. Excludes the impact of the noncontrolling interests in both periods. A more detailed discussion of our impairment activity can be found elsewhere in this MD&A as well as in “Note E – Goodwill and Other Long-Lived Assets” in the accompanying audited combined financial statements.

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(2) Restructuring activities consist of established programs that are not part of our ongoing operations, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). Excludes the impact of the noncontrolling interests in both periods. A more detailed discussion of our impairment activity can be found elsewhere in this MD&A as well as in “Note F – Restructuring and Other (Income) Expense, Net” in the accompanying audited combined financial statements.

(3) Reflects the attribution to us of direct and incremental costs incurred by Parent in connection with the planned separation. These costs have been directly attributed to us to the extent incurred to our direct benefit, and include audit, advisory, and legal fees as well as one-time costs to stand-up our separate corporate functions.

Adjusted EBIT was $136.2 million in fiscal 2023, a decrease of $94.5 million from fiscal 2022, due to a $106.4 million decline in operating income contribution and a $22.1 million decline in equity income from Serviacero Worthington, as lower average steel prices reduced spreads. Excluding impairment, restructuring activity, and costs associated with the planned Separation, operating income was down $79.5 million from fiscal 2022 driven primarily by higher manufacturing expenses and the impact of lower overall volume, which reduced operating income by a combined $61.6 million. Direct spreads were down $5.9 million and include an estimated $70.5 million unfavorable swing related to estimated inventory holding losses of $48.7 million in fiscal 2023 compared to estimated inventory holding gains of $21.9 million in fiscal 2022.

Fiscal 2022 Compared to Fiscal 2021

The following table presents combined operating results for the periods indicated:

	Fiscal Year Ended May 31,
(In millions)	2022		2021		Increase/ (Decrease)
Net sales	$	4,068.9	$	2,127.4	$	1,941.5
Operating income		226.6		221.5		5.1
Equity income		29.8		16.0		13.8
Net earnings attributable to controlling interests		180.4		171.0		9.4

The following table presents combined volume for the periods presented:

	Fiscal Year Ended May 31,
	2022		2021		Increase/ (Decrease)
Tons		4,285,335		4,172,823		112,512

Net sales increased $1.9 billion over fiscal 2021 to $4.1 billion. Higher selling prices favorably impacted net sales by approximately $1.4 billion, as average HRC prices nearly doubled in fiscal 2022 to $1,588 per ton. The remaining increase in net sales was driven primarily by contributions from the Tempel and Shiloh acquisitions in fiscal 2022. The mix of direct versus toll tons processed was 52% to 48% in fiscal 2022, compared to 49% to 51% in the prior fiscal year. The shift in mix towards direct tons was driven primarily by general softness at our consolidated toll processing joint ventures, and, to a lesser extent, direct tons shipped by acquired businesses in fiscal 2022.

Gross Margin

	Fiscal Year Ended May 31,
(In millions)	2022		% of Net sales			2021		% of Net sales			Increase/ (Decrease)
Gross Margin	$	395.5		9.7	%	$	370.8		17.4	%	$	24.7

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Gross margin increased $24.7 million over fiscal 2021 to $395.5 million. Gross margin in fiscal 2022 benefitted from improved direct spreads resulting from higher selling prices and contributions from acquisitions, partially offset by an estimated $53.1 million decline in estimated inventory holding gains as HRC prices peaked in November 2021 and then declined steadily throughout the remainder of fiscal 2022. The decrease in gross margin as a percent of net sales was due to the impact of higher overall steel prices during fiscal 2022.

Selling, General and Administrative Expense

	Fiscal Year Ended May 31,
(In millions)	2022		% of Net sales			2021		% of Net sales			Increase/ (Decrease)
Selling, general and administrative expense	$	180.3		4.4	%	$	147.4		6.9	%	$	32.9

SG&A expenses increased $32.9 million in fiscal 2022 due primarily to the impact of acquisitions, and to a lesser extent, higher profit sharing and bonus expense.

Other Operating Items

	Fiscal Year Ended May 31,
(In millions)	2022			2021		Increase/ (Decrease)
Impairment of long-lived assets	$	3.1		$	—	$	3.1
Restructuring and other (income) expense, net		(14.5	)		1.9		(16.4	)

Impairment charges of $3.1 million in fiscal 2022 related to the write-down of certain production equipment at the Twinsburg, Ohio facility whose book value was determined to exceed fair market value less costs to sell.

Restructuring activity during fiscal 2022 resulted primarily from pre-tax gains realized from the sale of WSP’s, Canton, Michigan, facility ($12.2 million) and the remaining fixed assets associated with our former facility in Decatur, Alabama ($2.6 million).

Refer to “Note E – Goodwill and Other Long-Lived Assets” and “Note F – Restructuring and Other (Income) Expense, Net” in the accompanying audited combined financial statements for additional information.

Miscellaneous Income (Expense), Net

	Fiscal Year Ended May 31,
(In millions)	2022		2021			Increase/ (Decrease)
Miscellaneous income (expense), net	$	0.9	$	(0.3	)	$	1.2

Interest Expense, Net

	Fiscal Year Ended May 31,
(In millions)	2022		2021		Increase/ (Decrease)
Interest expense, net	$	3.0	$	—	$	3.0

Interest expense, net in fiscal 2022 is the result of the $50 million term loan entered into on June 8, 2021, between TWB and Parent to finance the minority joint venture members’ portion of the Shiloh acquisition and higher short-term borrowings. Refer to “Note H – Debt and Receivables Securitization” in the accompanying audited combined financial statements for additional information.

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Equity Income

	Fiscal Year Ended May 31,
(In millions)	2022		2021		Increase/ (Decrease)
Serviacero Worthington	$	29.8	$	16.0	$	13.8

Equity earnings at Serviacero Worthington increased $13.8 million on favorable spreads resulting from higher selling prices and improved volume. We received cash distributions of $2.5 million from Serviacero Worthington during fiscal 2022.

Income Taxes

	Fiscal Year Ended May 31,
(In millions)	2022		Effective Tax Rate			2021		Effective Tax Rate			Increase/ (Decrease)
Income tax expense	$	54.0		23.1	%	$	48.5		22.1	%	$	5.5

Income tax expense was up $5.5 million from fiscal 2021 to $54.0 million. The increase was driven primarily by higher pre-tax earnings. Tax expense in the current year period reflected an estimated annual effective rate of 23.1% compared to 22.1% for the prior year period. For additional information regarding our income taxes, refer to “Note L – Income Taxes” in the accompanying audited combined financial statements.

Adjusted EBIT

The following table provides a reconciliation of combined net earnings attributable to controlling interest to adjusted EBIT for the periods presented:

	Fiscal Year Ended May 31,
(In millions)	2022			2021
Net earnings attributable to controlling interest	$	180.4		$	171.0
Interest expense, net		3.0			—
Income tax expense		54.0			48.5
EBIT	$	237.4		$	219.5
Impairment of long-lived assets (1)		1.9			—
Restructuring and other (income) expense, net (2)		(8.6	)		1.6
Adjusted EBIT	$	230.7		$	221.1

(1) Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical, current and forecasted financial results. Excludes the impact of the noncontrolling interests of $1.1 million in fiscal 2022. A more detailed discussion of our impairment activity can be found elsewhere in this MD&A as well as in “Note E – Goodwill and Other Long-Lived Assets” in the accompanying audited combined financial statements.

(2) Restructuring activities consist of established programs that are not part of our ongoing operations, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). Excludes the impact of the noncontrolling interests in both periods. A more detailed discussion of our impairment activity can be found elsewhere in this MD&A as well as in “Note F – Restructuring and Other (Income) Expense, Net” in the accompanying audited combined financial statements.

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Adjusted EBIT was up $9.6 million over the prior year to $230.7 million on improved direct spreads and the impact of acquisitions partially offset by lower inventory holding gains, down an estimated $53.1 million from fiscal 2021. Adjusted EBIT was also positively impacted by higher equity income from Serviacero Worthington, up $13.8 million from the prior fiscal year on higher volume and improved spreads driven by higher average selling prices.

Liquidity and Capital Resources

We currently finance our working capital requirements through cash flows from operating activities and arrangements with our Parent. We expect that our primary ongoing requirements for cash will be for working capital, funding of acquisitions, and capital expenditures. We believe that our sources of liquidity are adequate to fund our operations for the next twelve months and beyond.

First Quarter of Fiscal 2024 Compared to First Quarter of Fiscal 2023

During the first quarter of fiscal 2024, we used $20.7 million of cash from operating activities, invested $17.3 million in property, plant and equipment and repaid $2.8 million of short-term borrowings and received transfers from Parent of $37.4 million. The following table summarizes our combined cash flows for the periods presented.

	Three Months Ended August 31,
(In millions)	2023			2022
Net cash provided (used) by operating activities	$	(20.7	)	$	14.2
Net cash used by investing activities		(17.2	)		(11.1	)
Net cash provided by financing activities		32.7			3.6
(Decrease) increase in cash and cash equivalents		(5.2	)		6.7
Cash and cash equivalents at beginning of period		32.7			20.1
Cash and cash equivalents at end of period	$	27.5		$	26.8

Operating Activities

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We rely on cash and short-term borrowings to meet cyclical increases in working capital needs. These needs generally rise during periods of increased economic activity or increasing raw material prices, requiring higher levels of inventory and accounts receivable. During economic slowdowns, or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.

Net cash used by operating activities was $20.7 million during the first quarter of fiscal 2024 compared to net cash provided by operating activities of $14.2 million in the first quarter of fiscal 2023, a decrease of $34.9 million. This change was primarily due to a $54.1 million increase in net operating working capital (accounts receivable, inventories, and accounts payable) requirements over the prior year quarter, mainly driven by higher inventory balances, fluctuations in steel prices and lagging price indices.

Investing Activities

Net cash used by investing activities was $17.2 million during the first quarter of fiscal 2024 compared to $11.1 million during the first quarter of fiscal 2023. Net cash used by investing activities in both the current and prior year quarters was the result of capital expenditures.

Investment activities are largely discretionary and future investment activities could be reduced significantly, or eliminated, as economic conditions warrant. We assess acquisition opportunities as they arise, and any such

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opportunities may require additional financing. There can be no assurance, however, that any such opportunities will arise, that any such acquisition opportunities will be consummated, or that any needed additional financing will be available on satisfactory terms or at all if required.

Financing Activities

Net cash provided by financing activities was $32.7 million during the first quarter of fiscal 2024 compared to $3.6 million during the first quarter of fiscal 2023. The increase in cash was driven by lower repayments of short-term borrowings and higher transfers from Parent to fund working capital requirements in the first quarter of fiscal 2024.

Short-term borrowings

In contemplation of our anticipated post-separation capital structure, the Company elected to terminate the AR Facility in June 2023. No early termination or other similar fees or penalties were paid in connection with the termination of the AR Facility. Refer to “Note F – Debt and Receivables Securitization” in the accompanying unaudited combined financial statements for additional information.

Fiscal 2023 Compared to Fiscal 2022

During fiscal 2023, we generated $315.0 million of cash from operating activities, invested $45.5 million in property, plant and equipment and received $23.3 million in proceeds from assets sold. Additionally, we repaid $45.2 million of short-term borrowings and transferred $199.8 million to Parent. The following table summarizes our combined cash flows for the periods presented.

	Fiscal Year Ended May 31,
	2023			2022			2021
Net cash provided by operating activities	$	315.0		$	39.5		$	152.6
Net cash used by investing activities		(22.2	)		(395.3	)		(27.7	)
Net cash provided (used) by financing activities		(280.2	)		358.4			(116.7	)
Increase in cash and cash equivalents		12.6			2.6			8.2
Cash and cash equivalents at beginning of period		20.1			17.5			9.3
Cash and cash equivalents at end of period	$	32.7		$	20.1		$	17.5

Operating Activities

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We rely on cash and short-term borrowings to meet cyclical increases in working capital needs. These needs generally rise during periods of increased economic activity or increasing raw material prices, requiring higher levels of inventory and accounts receivable, as was the case in fiscal 2022. During economic slowdowns or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable. Falling steel prices during the first half of fiscal 2023 led to a $143.2 million decrease in operating working capital (accounts receivable, inventory and accounts payable) during fiscal 2023.

Net cash provided by operating activities was $315.0 million during fiscal 2023 compared to $39.5 million in fiscal 2022, an increase of $275.5 million. The increase was primarily due to a $318.5 million change in operating working capital requirements in fiscal 2023, as compared to fiscal 2022, mainly driven by fluctuations in steel prices, which rose in fiscal 2022, then decreased in fiscal 2023.

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Investing Activities

Net cash used by investing activities was $22.2 million during fiscal 2023 compared to $395.3 million in fiscal 2022. Net cash used by investing activities in fiscal 2023 resulted from capital expenditures of $45.5 million, partially offset by proceeds from the sale of our WSP Jackson Michigan facility and other long-lived assets. Net cash used by investing activities in fiscal 2022 resulted primarily from cash paid in the aggregate amount of $376.7 million, net of cash acquired, for certain assets of Shiloh’s U.S. BlankLight^® business and Tempel. Refer to “Note M – Acquisitions” in the accompanying audited combined financial statements for additional information.

Investment activities are largely discretionary and future investment activities could be reduced significantly, or eliminated, as economic conditions warrant. We assess acquisition opportunities as they arise, and any such opportunities may require additional financing. There can be no assurance, however, that any such opportunities will arise, that any such acquisition opportunities will be consummated, or that any needed additional financing will be available on satisfactory terms or at all if required.

Financing Activities

Net cash used by financing activities was $280.2 million in fiscal 2023 compared to net cash provided by financing activities of $358.4 million in fiscal 2022. The increase in uses of cash was driven by transfers (to)/from Parent of ($199.8) million and $316.9 million in fiscal 2023 and fiscal 2022, respectively. During each of fiscal 2023 and fiscal 2022, we also made a $15.0 million payment associated with a long-term loan with Parent, issued in Fiscal 2022, to finance the minority joint venture members’ portion of the Shiloh U.S BlankLight^® purchase price. We also repaid $45.2 million of short-term borrowings in fiscal 2023. Refer to “Note H – Debt and Receivables Securitization” in the accompanying audited combined financial statements for additional information.

Short-term borrowings

During fiscal 2022, we established the AR Facility allowing us to borrow up to $175.0 million. Pursuant to the terms or the AR Facility, certain of our subsidiaries sell their accounts receivable without recourse, on a revolving basis, to Worthington Receivables Company, LLC (“WRC”), a wholly-owned, consolidated, bankruptcy-remote indirect subsidiary. In turn, WRC sells, on a revolving basis, up to $175.0 million of undivided ownership interests in this pool of accounts receivable to a third-party bank. We retain an undivided interest in this pool and are subject to risk of loss based on the collectability of the receivables from this retained interest. Because the amount eligible to be sold excludes receivables more than 120 days past due, receivables offset by an allowance for doubtful accounts due to bankruptcy or other cause, concentrations over certain limits with specific customers and certain reserve amounts, we believe additional risk of loss is minimal. As of May 31, 2023, there were no borrowings outstanding under the AR Facility, leaving $175.0 million then available for use.

In contemplation of our anticipated post-separation capital structure, the Company elected to terminate the AR Facility in June 2023. No early termination or other similar fees or penalties were paid in connection with the termination of the AR Facility. Refer to “Note R – Subsequent Events” in the accompanying audited combined financial statements for additional information.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our combined financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these combined financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our

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estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Critical accounting policies are defined as those that reflect our significant judgments and uncertainties that could potentially result in materially different results under different assumptions and conditions. Although actual results historically have not deviated significantly from those determined using our estimates, as discussed below, our combined financial position or results of operations could be materially different if we were to report under different conditions or to use different assumptions in the application of such policies. The following accounting estimates are considered to be the most critical to us, as these are the primary areas where financial information is subject to our estimates, assumptions and judgment in the preparation of our combined financial statements.

See “Note B – Summary of Significant Accounting Policies” in the accompanying audited combined financial statements for further information on our significant accounting policies.

Impairment of Indefinite-Lived Long-Lived Assets:

Critical estimate. Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may be present. Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. Prior to fiscal 2022, our operations were comprised of a single reporting unit (“Flat Rolled Steel Processing”) encompassing all of our traditional value-added flat-rolled steel products and services. The additions of Tempel and Shiloh in fiscal 2022 resulted in two additional reporting units: 1) Electrical Steel and 2) Laser Welding.

For goodwill and indefinite lived intangible assets, we test for impairment by first evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If there are no concerns raised from this evaluation, no further testing is performed. If, however, our qualitative analysis indicates it is more likely than not that the fair value is less than the carrying amount, a quantitative analysis is performed. The quantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the respective carrying amount, and an impairment loss is recognized in our combined statements of earnings equivalent to the excess of the carrying amount over the fair value.

Assumptions and judgments. When performing a qualitative assessment, judgment is required when considering relevant events and circumstances that could affect the fair value of the indefinite-lived intangible asset or reporting unit to which goodwill is assigned. Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of the indefinite-lived intangible asset or reporting unit to which goodwill is assigned. If a quantitative analysis is required, assumptions are required to estimate the fair value of the reporting unit to compare against its carrying value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions. Our qualitative review for the most recently completed fiscal year did not indicate any goodwill or indefinite-lived intangible asset impairment.

Impairment of Definite-Lived Long-Lived Assets:

Critical estimate. We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount

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of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value.

Assumptions and judgments. When performing the comparison of the sum of the undiscounted cash flows of the asset or asset group to its respective carrying amount, judgment is required when forming the basis for underlying cash flow forecast assumptions. If the second step of the impairment test is required, assumptions are required to estimate fair value. Significant assumptions that form the basis of fair value can include discount rates, underlying forecast assumptions, and royalty rates. These assumptions are forward looking and can be affected by future economic and market conditions.

Income Taxes:

Critical estimate. The income tax provision in the carve-out statement of earnings has been calculated as if Worthington Steel was operating on a stand-alone basis and filed separate tax returns in the jurisdiction in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of Worthington Steel’s actual tax balances prior to or subsequent to the carve-out.

In accordance with the authoritative accounting guidance, we account for income taxes using the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of our assets and liabilities. We evaluate the deferred tax assets to determine whether it is more likely than not that some, or a portion, of the deferred tax assets will not be realized, and provide a valuation allowance as appropriate. Changes in existing tax laws or rates could significantly impact the estimate of our tax liabilities.

Assumptions and judgments. Significant judgment is required in determining our tax expense and in evaluating our tax positions. In accordance with accounting literature related to uncertainty in income taxes, tax benefits from uncertain tax positions that are recognized in the combined financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

We have reserves for income taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities. It is our policy to record these in income tax expense. While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions. These reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues, and release of administrative guidance or court decisions affecting a particular tax issue. We have provided for the amounts we believe will ultimately result from these changes; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. Such differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

See “Note L – Income Taxes” to the accompanying audited combined financial statements and “Note I – Income Taxes” to the accompanying unaudited combined financial statements for further information on income taxes.

Employee Pension Plans:

Critical estimate. Defined benefit pension and other post-employment benefit (“OPEB”) plan obligations are remeasured at least annually as of May 31 based on the present value of projected future benefit payments for all participants for services rendered to date. The measurement of projected future benefits is dependent on the provisions of each specific plan, demographics of the group covered by the plan, and other key measurement assumptions. The funded status of the benefit plans, which represents the difference between the benefit

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obligation and the fair value of plan assets, is calculated on a plan-by-plan basis. The benefit obligation and related funded status are determined using assumptions as of the end of each year. Net periodic benefit cost is included in other income (expense) in our combined statements of earnings, except for the service cost component, which is recorded in SG&A expense.

Assumptions and judgements. Certain key actuarial assumptions critical to the pension and post-retirement accounting estimates include expected long-term rate of return on plan assets, discount rates, projected health care cost trend rates, cost of living adjustments, and mortality rates. In developing future long-term return expectations for our benefit plans’ assets, we formulate views on the future economic environment. We evaluate general market trends and historical relationships among a number of key variables that impact asset class returns such as expected earnings growth, inflation, valuations, yields, and spreads. We also consider expected volatility by asset class and diversification across classes to determine expected overall portfolio results given current and target allocations. Net periodic benefit costs, including service cost, interest cost, and expected return on assets, are determined using assumptions regarding the benefit obligation and the fair value of plan assets as of the beginning of each year.

Holding all other factors constant, a decrease in the discount rate by 0.25 percentage points would have increased the projected benefit obligation at May 31, 2023 by approximately $2.1 million. Also, holding all other factors constant, a decrease in the expected long-term rate of return on plan assets by 0.25 percentage points would have increased fiscal 2023 pension expense by approximately $0.2 million.

Refer to “Note K – Employee Pension Plans” in the accompanying audited combined financial statements for additional information.

Business Combinations:

Critical estimate: We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available. For the valuation of intangible assets acquired in a business combination, we typically use an income approach. The purchase price allocated to the intangible assets is based on unobservable assumptions, inputs and estimates, including but not limited to, forecasted revenue growth rates, projected expenses, discount rates, customer attrition rates, royalty rates, and useful lives, among others.

Assumptions and judgements. Significant assumptions, which vary by the class of asset or liability are forward looking and could be affected by future economic and market conditions. We engage third-party valuation specialists who review our critical assumptions and prepare the calculation of the fair value of acquired intangible assets in connection with significant business combinations. The excess of the purchase price over the fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Refer to “Note M – Acquisitions” in the accompanying audited combined financial statements for further information on our business combinations.

Corporate Allocations:

Critical estimate. The Company has historically operated as part of Parent and not as a stand-alone company. Accordingly, certain shared costs have been allocated to the Company and are reflected as expenses in the accompanying financial statements.

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Assumptions and judgement. As a separate public company, our total costs related to such support functions may differ from the costs that were historically allocated to us due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors. In addition, the expenses reflected in the financial statements may not be indicative of expenses that will be incurred in the future by the Company. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder allocated on the basis of either profitability or headcount depending on the underlying nature of the activity. We consider the basis on which expenses have been allocated to be a reasonable reflection of the services provided to or the benefit derived from the use of such support functions.

Refer to “Note Q – Related Party Transactions” in the accompanying audited combined financial statements and “Note L – Related Party Transactions” in the accompanying unaudited combined financial statements for a description of the Company’s corporate allocations and related-party transactions.

Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to various market risks. We continually monitor these risks and regularly develop appropriate strategies to manage them. Accordingly, from time to time, we may enter into certain financial and commodity-based derivative financial instruments. These instruments are used primarily to mitigate market exposure. Refer to “Note N – Derivative Financial Instruments and Hedging Activities” in the accompanying audited combined financial statements and “Note J – Derivative Financial Instruments” in the accompanying unaudited combined financial statements for additional information.

Commodity Price Risk

We are exposed to market risk for price fluctuations on purchases of steel, natural gas, scrap, zinc and other raw materials as well as our utility requirements. We attempt to negotiate the best prices for commodities and to competitively price products and services to reflect the fluctuations in market prices. Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in the cost of certain commodities, including steel, natural gas, zinc, and other raw materials. These contracts covered periods commensurate with known or expected exposures throughout the first quarter of fiscal 2024 and during fiscal 2023. The derivative financial instruments were executed with highly rated financial institutions. No credit loss is anticipated.

A sensitivity analysis of changes in the price of hedged commodities indicates that a 10% decline in the market prices of steel, scrap, zinc, natural gas or any combination of these would not have a material impact to the value of our hedges or our reported results.

The fair values of our outstanding derivative positions as of August 31, 2023, May 31, 2023 and May 31, 2022 are summarized below. Fair values of these derivative financial instruments do not consider the offsetting impact of the underlying hedged item.

	Fair Value at
	August 31,			May 31,
	2023			2023			2022
Commodity contracts	$	(7,989	)	$	(7,556	)	$	1,007

Safe Harbor

Quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management’s opinion about risks associated with the use of derivative financial instruments. These statements are based on certain assumptions with respect to market prices and industry supply of, and demand for, steel products and certain raw materials. To the extent these assumptions prove to be inaccurate, future outcomes with respect to hedging programs may differ materially from those discussed in the forward-looking statements

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BUSINESS

General Overview

Worthington Steel is one of North America’s premier value-added steel processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market leading positions in the North American carbon flat-rolled steel and tailor welded blanks industries and, with the recent acquisition of Tempel Steel Company (“Tempel”), are now one of the largest global producers of electrical steel laminations. Our unique offering of value-added solutions combined with our technical and market expertise rooted in our people-first philosophy has fostered deep, long-lasting relationships with our customers and furthered our position as a market leader. We believe this leading market position across multiple value-added products and services combined with strong customer relationships positions us to capitalize on expanding opportunities in electrification, sustainability and infrastructure spending.

We believe our key investment attributes to be:

• Long-standing customer relationships focused on value creation and best-in-class service delivery

• Manufacturing scale enabling proximity to customers and suppliers, operational efficiencies, and purchasing power

• Attractive growth opportunities via strategic capital investments and/or value-enhancing acquisitions

• A market-leading supplier to growing end markets

• Well-positioned to capitalize on growth opportunities for our electrical steel products we expect to result from the anticipated global shift toward electrified vehicles

For nearly 70 years, we have been delivering high quality steel processing capabilities across a variety of end-markets including automotive, heavy truck, agriculture, construction, and energy. With the ability to produce customized steel solutions, we aim to be the preferred value-added steel processor in the markets we serve by delivering highly technical, customer-specific solutions, while also providing advanced materials support and price risk management solutions to optimize customer supply chains. Our scale and operating footprint allow us to achieve an advantaged cost structure and service platform supported by a strategic operating footprint.

Our people-first philosophy is rooted in the belief that people are our most important asset, which serves as the basis for our unwavering commitment to our employees, customers, suppliers, and investors. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing new products and applications, and pursuing strategic investments and acquisitions.

For the fiscal year ended May 31, 2023, we delivered approximately 4.0 million tons of value-added processed steel, generating net sales of $3.6 billion compared to 4.3 million tons and net sales of $4.1 billion in fiscal 2022. Net earnings attributable to controlling interest and adjusted earnings before interest and taxes (“adjusted EBIT”) were $87.1 million and $136.2 million, respectively, in fiscal 2023 compared to $180.4 million and $230.7 million, respectively, in fiscal 2022.

Adjusted EBIT is a non-GAAP measure used by management to assess operating performance. For further information regarding our use of this non-GAAP measure as well as a reconciliation to the most comparable GAAP measure, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement.

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The following pie chart presents our net sales by end-market for the fiscal year ended May 31, 2023:

Net Sales by End Market (Fiscal 2023)

Value-Added Products and Services

We believe our diversified portfolio of products and services makes us a premier value-added steel processor in the markets we serve. We generate sales by processing and selling flat-rolled steel coils, which we source primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. Our product lines and processing capabilities include:

• Carbon Flat-Roll Steel Processing: We perform a variety of value-added processes based on customer requirements including pickling, specialty re-rolling, hot dip galvanizing, blanking, slitting and cutting to length.

• Electrical Steel Laminations: We manufacture precision magnetic steel laminations for the automotive (including applications for electrified vehicles), industrial motor, generator, and transformer industries. We deliver precision manufacturing (including stamping, heat treating, core assembly, die casting, bonding, etc.), material sourcing, metallurgical analysis, engineering, prototyping and product design, tooling, and value-added capabilities to customers via a global manufacturing footprint.

• Tailor Welded Products: These products are used by North American automotive customers to reduce weight, lower cost, improve material utilization, and consolidate parts. Our highly engineered products allow for flexible part design and ensure the right material is used in the right place.

• Tailor Welded Blanks are made from individual sheets of steel of different thickness, strength and coating which are joined together by laser welding.

• Aluminum Tailor Welded Blanks are processed using friction stir welding technology. Friction stir offers the widest range of formable welded properties for all automotive aluminum alloys.

We can sell steel on a direct basis, whereby we are exposed to the risk and rewards of ownership of the material while in our possession. Alternatively, we can also toll process steel under a fee for service arrangement whereby we process customer-owned material. Our manufacturing facilities further benefit from the flexibility to scale between direct versus tolling services based on demand dynamics throughout the year.

Our Key Strengths

We believe we are well-positioned to execute on our growth initiatives and overall business strategy. In addition to our diverse offering and unique capability set, we have a long history of delivering reliable solutions to meet our customers’ supply chain needs and technical challenges, and, with the addition of Tempel, are well-positioned to benefit from the global growth in electric vehicles. We believe our commitment to the Worthington Business System will enable us to execute our overall business strategy through continuous operational transformation, thoughtful and strategic deployment of capital, including acquisitions, and partnering with our

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customers and suppliers to create innovative solutions that allow us to evolve and adapt to changing market conditions. Our key strengths are described in more detail below:

Strong and differentiated positions in key markets

We strive to be a collaborative partner to our customers by delivering complex and value-added solutions that meet our customers’ most demanding and performance-critical applications. We believe our portfolio of differentiated and value-added solutions is unique in the service center industry and provides for a competitive advantage that we will continue to leverage to create value for all of our stakeholders. We believe few service centers in North America offer the same breadth of value-added processing capabilities as Worthington Steel. For example, we own and operate two continuous hot dipped galvanizing lines with an annual capacity of approximately 1.4 million tons to zinc coat cold-rolled and hot-rolled steel and a network of six pickling facilities with capacity to process approximately five million tons of flat-rolled steel annually. Our market expertise extends beyond steel processing to include end-to-end supply chain management and price risk management solutions for customers seeking to develop efficient supply chains and reduce risk. In doing so, we have become one of the largest participants in North America’s steel futures market.

Through our TWB Company, LLC (“TWB”) joint venture, which operates 11 manufacturing facilities across North America, we believe we are the largest independent tailor welded blank operation in the region with capabilities that include mild carbon steel, advanced high strength steel and aluminum. Our product offering is further differentiated by our electrical steel capabilities. With manufacturing facilities in both North America and Asia Pacific, we are one of the leading global providers of electrical steel laminations for motors, generators, and transformers.

Strong operating platform guided by the Worthington Philosophy and driven by the Worthington Business System

The backbone of our culture is the Worthington Philosophy, which was memorialized in 1968 by our founder, John H. McConnell. The Worthington Philosophy is rooted in the ‘Golden Rule,’ which serves as the basis for an unwavering commitment to our key stakeholders – our employees, customers, suppliers, and shareholders – and helps drive strong partnerships, not only with our customers and suppliers, but our employees as well.

We follow a people-first philosophy, with the primary goal of driving value creation for our shareholders. We seek to accomplish this by optimizing existing operations, commercializing value-added offerings, and pursuing strategic capital investments and acquisitions. Our employees at all levels work together under the framework of the Worthington Business System to develop cross-functional solutions across our operations, including back-office support, to drive efficiency by streamlining costs and reducing waste while maintaining the operational agility necessary to respond to the wide range of environments in which we operate.

Further, we are committed to protecting the safety and health of our workforce and the environment, while using resources in a responsible and sustainable manner, subscribing to internationally recognized measures of consistent performance metrics relating to health, safety, security, and the environment.

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As outlined below, the Worthington Business System is rooted in the Worthington Philosophy and designed to drive continuous improvement through use of tools and technologies that help drive results and inform our business decisions:

Well-positioned to capitalize on growth opportunities for our electrical steel products we expect to result from the anticipated global shift toward electrified vehicles

While the expected shift away from internal combustion powered vehicles may reduce demand for certain of our processed steel products in the automotive end market, we believe we are well-positioned to benefit from the anticipated once-in-a-lifetime industry tailwinds associated with the global shift to electrified vehicles over the coming decade. As one of the largest suppliers of highly engineered, precision-stamped, electrical steel laminations in the world, we aim to be the preferred supplier of electrical steel laminations to our blue-chip automobile original equipment manufacturer (“OEM”) customers as demand continues to grow. As shown by the chart below, battery electric and hybrid vehicles are expected to make up approximately two-thirds of all vehicles produced in North America and approximately 90% and 80% of all vehicles produced in Europe and Greater China, respectively by 2030. Due to our leading position as a supplier of laminations in the electric generator and

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transformer markets, we are also well-positioned to capitalize on growth opportunities associated with expanding and modernizing the existing power infrastructure and charging network.

Worthington Steel’s operating footprint provides strategic jurisdictional advantages due to its proximity to both its suppliers and automobile OEM customer base. As a result, we are well-positioned to benefit from financial incentives in the form of tax credits and rebates for localizing the development of an electric vehicle ecosystem in North America and globally.

Deep and long-standing relationships with customers

We focus on providing superior customer service and delivering best-in-class products and services, which result in deeply entrenched and long-lasting customer relationships, many of which span decades, particularly with our automobile OEM customers. Our uniform quality control processes across downstream operations, including cold rolling, hot-dipped galvanizing, tailor welded blanking, pickling, and stamping electrical steel laminations allows us to deliver value-added and tailored products that meet our customers’ most demanding and technical applications.

Our customer relationships entail more than just steel processing. We work collaboratively with our customers to reduce material costs and provide supply chain management to minimize downstream impacts, including effective price risk management initiatives that aim to reduce risk across the entire supply chain by aligning customer demand with production and supply. Our Technical Services Team, composed of metallurgical engineers, material scientists and other technical experts, focus on pre-sale material specification and selection, as well as after-sale material performance, and can help customers select the best products for their specific business needs.

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We believe our customer-centric approach to fostering meaningful and mutually beneficial relationships with our customers gives us a significant competitive advantage and are proud to have repeatedly received recognition from several of our blue-chip customers, including:

Our scale allows us to create highly efficient supply chains supported by a highly experienced workforce

We maintain an operating portfolio comprised of key manufacturing facilities and operations strategically located near both suppliers and customers, which allows us to compete effectively in our selected end-markets across numerous geographies. We have long-standing relationships with our suppliers that we believe are mutually beneficial. Furthermore, many of our sites have multiple operations under one roof, allowing us to remain dynamic and responsive to the changing demands of our customers, further minimizing in-transit work in progress inventory, and reducing logistics costs. In-house forecasting expertise generates early signals for potentially significant changes in automotive platform demand, giving us the ability to flex our operations accordingly. Our production lines are operated by a highly skilled workforce with decades of accumulated operational experience and an exceptional safety record, by industry standards. We believe our efficient supply chains and the collective knowledge base of our workforce is very difficult to replicate and is a key contributing factor in our ability to produce high-quality products and solutions on a consistent basis.

Attractive growth prospects through continued disciplined strategic capital investments and acquisitions

Applying a disciplined approach to capital deployment has been, and will continue to be, a core part of our business strategy. We have successfully used strategic capital expenditures and selective acquisitions to strengthen our competitive position, enter new markets, and accelerate growth. Recent examples of strategic capital expenditures include a $17 million project to add an additional pot to our hot-dip galvanizing line in Monroe, Michigan, to produce Type 1 aluminized steels for the automotive industry to support light weighting as well as a $3 million investment in laser welding capacity to support a new OEM battery electric vehicle and $13 million of investment in new electrical steel lamination press capacity in Mexico, China, and India to support growth in electrified vehicles.

Recent acquisitions include two completed in fiscal 2022 that have enabled us to scale our business by offering a more comprehensive range of products and services while also expanding into new markets: 1) the June 2021 acquisition of Shiloh Industries’ U.S. BlankLight business (“Shiloh”) and 2) the December 2021 acquisition of Tempel. The Shiloh acquisition has allowed us to expand both the capacity and capabilities of our tailor welded blank joint venture, TWB, while the Tempel acquisition added one of the world’s leading manufacturers of precision motor and transformer laminations for the electrical steel market.

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Balance sheet strength and flexibility

We expect to maintain a flexible capital structure with modest leverage and ample liquidity that will enable us to pursue strategic investments and value-enhancing acquisitions. We anticipate having sufficient cash on hand, committed credit availability and debt capacity to execute on our business strategy and to utilize operating cash flow to strategically invest in corporate development and organic growth initiatives. A disciplined capital allocation framework and rigorous process will be applied in the evaluation of organic and acquisition opportunities with the requirement to meet stringent return criteria in order to maintain moderate leverage levels that allow us to remain operationally nimble while deploying capital to improve our return on invested capital metrics.

Experienced and proven management team

Our leadership team consists of long-tenured leaders from Worthington who have a proven track record of delivering on growth and operational excellence through various economic cycles. The Worthington Steel leadership team will be comprised of Geoff Gilmore as Chief Executive Officer, Tim Adams as Chief Financial Officer, and Jeff Klingler as Chief Operating Officer; together they have accumulated a collective 75 years of experience at Worthington and will continue working together to create sustainable value through execution of our growth and business strategies.

Our Growth and Business Strategies

Our primary objective is to deploy our unique value-added steel processing capabilities to provide customized solutions for our customers, using our network of sector experts and manufacturing facilities. We deliver value to customers in the form of high-quality products, process and cost efficiencies, as well as reliable outcomes. Our services are highly responsive to customer goals, and we are proactive in identifying potential improvement opportunities. To achieve this objective, we strive to provide best-in-class products and services to our customers, maximize operational efficiency and expand our product offerings to grow market share.

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Our growth and business strategy for Worthington Steel is as follows:

Capitalize on key growth trends

As outlined below, Worthington Steel is uniquely positioned to capitalize on several key growth trends, including the global decarbonization of transportation, the energy transition to renewable sources, and restoration of aging American infrastructure.

Partner with our customers to help them meet their goals and overcome supply chain challenges specific to their businesses

We collaborate with our customers across all of our end-markets to deliver solutions that meet performance-critical specifications and strive to give our customers a competitive advantage in terms of meeting fuel efficiency, strength, and safety requirements. We partner with our customers to develop tailored solutions for evolving quality and service requirements, which enables the deep, entrenched relationships with our blue-chip customer base.

Strategically grow our presence in electrical steel

The fiscal 2022 acquisition of Tempel has grown our global operating footprint in key geographic markets, which complements the continued development of the electric vehicle ecosystem. We expect to continue growing our portfolio of highly technical electrical steel products and capabilities with a strong local manufacturing and product development focus with the goal of capturing market share in the growing electric vehicle and transformer markets.

Drive continuous improvement through use of the Worthington Business System

We intend to continue to implement operational improvements by applying lean techniques to streamline costs and reduce waste within manufacturing, commercial, sourcing and supply chain. Through continuous improvement initiatives, we believe we can achieve improved metrics for product quality, service, delivery, workforce safety, and waste reduction to further optimize cost, productivity and efficiencies, while creating a resilient and efficient operating platform that can remain agile regardless of external market conditions.

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Expand our value-added offerings and leading market positions through disciplined strategic investments and acquisitions

Following the separation, Worthington Steel will be well-positioned to expand our leading market positions and scale through organic and strategic growth initiatives. Utilizing a disciplined growth strategy, we plan to selectively seek opportunities to strengthen our existing portfolio while expanding into new metals-related value-added products and services, which will result from a combination of new product development, strategic capital expenditures, and/or acquisitions.

Alongside our efforts to optimize our existing manufacturing facilities, we have also identified opportunities to profitably add incremental production capacity to enhance our North American footprint and grow our positions in certain markets, particularly for our electrical steel products and services.

We have, and intend to continue, to evaluate various strategic capital expenditure projects that allow us to develop additional business where we already have deep expertise, relationships with prominent customers, and a strong track record of performance. We remain committed to applying a disciplined approach to evaluating any opportunity, focusing on those with exposure to high-growth, target end-markets and the potential to be immediately financially accretive.

Our Joint Ventures

As part of our strategy to selectively develop new products, markets, and processing capabilities and to expand our international presence, while sharing the risks and costs associated with those activities, we participate in four joint ventures. The following three joint ventures are consolidated due to our ability to control operating and capital decisions made in the ordinary course of business:

• Worthington Samuel Coil Processing LLC (“Samuel”), a 63%-owned joint venture that operates two pickling facilities in Ohio. Samuel has no fixed duration and will operate in perpetuity until dissolved or otherwise terminated by its members. Samuel’s operations are overseen by a supervisory board of five members, of which we are entitled to appoint three and the other member of Samuel is entitled to appoint two.

• Spartan Steel Coating LLC (“Spartan”), a 52%-owned joint venture that operates a cold-rolled, hot-dipped coating line for toll processing steel coils into galvanized, galvannealed and aluminized products intended primarily for the automotive industry. In addition to providing incremental coating capacity, this joint venture has served to expand our coating capabilities to include aluminized steel to serve new markets. Spartan’s initial duration is until the earliest of (i) December 31, 2045, (ii) 90 days from the sale or disposition of substantially all of Spartan’s assets, (iii) the retirement of any member, and (iv) the voluntary or elective dissolution by one or more partners.

• TWB, a 55%-owned joint venture that supplies light-weight tailor welded solutions, including laser welded blanks, tailor welded aluminum blanks, laser welded coils and other laser welded products across North America for use primarily in the automotive industry for products such as inner-door panels, rails and pillars. TWB has no fixed duration, and will operate until the earliest of (i) 90 days from the sale or other disposition of all or substantially all of TWB’s assets, (ii) the retirement of any member, and (iii) the date on which the members of TWB consent to the dissolution of the joint venture. TWB is managed by a board of managers consisting of seven members, of which we are entitled to appoint four.

Our remaining joint venture, Serviacero Planos, S. de R.L. de C.V. (“Serviacero Worthington”), in which we own a 50% noncontrolling interest, is unconsolidated and operates three steel processing facilities located in Mexico. Serviacero Worthington provides steel processing services, such as pickling, blanking, slitting, multi-blanking and cutting-to-length, to customers in a variety of industries throughout North America, including automotive, appliance and heavy equipment. Serviacero Worthington has no fixed duration, and its operations shall continue to exist at the consent of the partners and may be extended indefinitely as mutually agreed upon.

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The combined resources, expertise, and shared industry knowledge of Worthington Steel and our selected strategic partners support our market-leading positions across the spectrum of value-added services.

Our Operating Footprint

Including our consolidated and unconsolidated joint ventures, we operate 31 manufacturing facilities primarily located in North America, as well as in the Asia Pacific region. Twenty-three of our facilities hold ISO 14001 certifications, a highly recognized global standard for an effective Environmental Management System.

Competitive Landscape

The steel processing industry is fragmented and highly competitive. Given the broad base of services we offer, specific competitors vary based on the target industry, product type, service type, size of program and geography. Competition is primarily on the basis of price, product quality and the ability to meet delivery requirements. Processed steel products are priced competitively, primarily based on market factors, including, among other things, market pricing, the cost and availability of raw materials, transportation and shipping costs, and overall economic conditions in the U.S. and abroad.

We believe our sector expertise, long-standing customer relationships, exceptional product quality, service reliability, innovative price risk management solutions, advantaged supply chains, proximity to suppliers and customers, and experienced workforce are key factors that uphold our competitive position and enable us to be a supplier of choice to our customer base.

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Steel Market Dynamics

The market price of our products is closely related to the price of Hot Rolled Coil (“HRC”). The price of benchmark HRC is primarily affected by the demand for steel and the cost of raw materials. Over the past several years, steel prices increased significantly due to supplier consolidation, tight mill orders due to the COVID-19 pandemic, the war in Ukraine and tariffs on foreign steel. More recently, steel prices rapidly decreased before increasing again. To manage our exposure to market risk, we negotiate prices for steel with our suppliers and price products and services to reflect the fluctuations in market prices. We have strong relationships with our mill suppliers, who are able to provide the quality materials required for our products, as well as competitive terms with regard to quality, pricing, and delivery.

Throughout the cycle of fluctuating steel prices, we have consistently delivered steadily increasing volumes of processed steel:

¹  Management estimate

Our Customers

Worthington Steel services approximately 1,300 customers in many end markets including automotive, aerospace, agricultural, appliance, construction, container, energy, industrial electric motor, generator, transformer hardware, heavy-truck and HVAC. The automotive industry is one of the largest consumers of flat-rolled steel, and the largest end market for Worthington Steel. For fiscal 2023, Worthington Steel’s top three customers represented approximately 30% of the operating segment’s total net sales.

Sales for most of our products are generally strongest in our fiscal fourth quarter when our facilities generally operate at seasonal peaks. Historically, sales have generally been weaker in our fiscal third quarter, primarily due to reduced seasonal activity in the building and construction industry, as well as customer plant shutdowns due to holidays, particularly in the automotive industry. We do not believe backlog is a significant indicator of our business.

Sales and Marketing

Worthington Steel and the joint ventures in which it participates supply various end markets through a direct sales force operating from individual facilities or sales offices. The direct sales channel typically serves large,

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sophisticated customers and OEMs, but also services medium and small sized customers. We maintain long-standing relationships with leading companies in industries using processed steel products. Based on our experience, supply arrangements with certain large customers often extend for the life of the product’s program or platform, given the rigorous specification process associated with our customers’ respective product lines, and the ability to obtain and maintain these qualifications is an important part of doing business with customers. As such, historically there has been a high degree of renewal business with these customers. A customer’s cost to switch and either find a new product or qualify a new supplier can be significant, so it is in both the customer’s and the supplier’s best interest to maintain these relationships.

Sources and Availability of Raw Materials

We have developed strong relationships with our mill suppliers, who provide the quality materials we need, meet our quality and service requirements, and are able to offer competitive terms with regard to quality, pricing, delivery, and volumes purchased.

The primary raw material we purchase is flat rolled steel. We purchase steel in large quantities at regular intervals from major steel mills, both domestic and foreign. The amount purchased from any supplier varies from year to year depending on a number of factors including market conditions, then-current relationships and prices and terms offered. In nearly all market conditions, steel is available from a few suppliers and generally any supplier relationship or contract can and has been replaced with little or no significant interruption to our business. 

Steel is generally purchased based on specific customer orders. We purchase steel primarily on a short-term contractual basis to match customers’ specific requirements based on forecasted and/or historical usage. During fiscal 2023, we purchased steel from the following major suppliers, in alphabetical order: Cleveland-Cliffs Inc.; NLMK USA; North Star BlueScope Steel, LLC; Nucor Corporation; Steel Dynamics, Inc.; and United States Steel Corporation.

For certain raw materials, for example, zinc, there are limited suppliers, and our purchases are generally at market prices. However, any supplier relationship or contract can and has been replaced with little or no significant interruption to our business. Major suppliers of zinc to Worthington Steel in fiscal 2023 were, in alphabetical order: Concord Resources limited; Glencore Ltd; Nexa Resources US Inc.; and Teck Resources Limited. We believe our supplier relationships are generally favorable.

Technical Services

We recognize the importance of the metallurgical and technical aspects of our value-added steel products. We believe we are a leader in the flat rolled steel market for providing metallurgical and steel processing solutions to meet our customers’ customized material needs. We employ a staff of 20+ metallurgical engineers throughout the business and leverage their expertise to offer practical solutions on topics ranging from steelmaking and steel processing through downstream manufacturing. Our metallurgical engineers work in conjunction with internal quality teams to engage customers around problem solving, new product development and education. Laboratory facilities are equipped with a wide range of physical and chemical testing capabilities to support production, development needs, and high-level failure analyses. Tests are performed in accordance with specified industry standards. Data which is secured either through testing or online measurement systems are routed through analytics tools and analyzed by the team for process improvement, product performance and consistent quality.

Technical Service personnel also work in conjunction with the sales force to specify components and materials required to fulfill customer needs. Laboratory facilities also perform metallurgical and chemical testing as dictated by International Organization for Standardization (ISO), ASTM International, and other customer and industry specific requirements.

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Environmental Matters

Our manufacturing facilities, like those of similar industries making similar products, are subject to many federal, state, local and foreign laws, and regulations, including those relating to the protection of our employees and the environment. In addition to the requirements of the state and local governments of the communities in which we operate, we must comply with federal health and safety regulations, the most significant of which are enforced by the Occupational Safety and Health Administration. We examine ways to improve safety, reduce emissions and waste, and decrease costs related to compliance with environmental and other government regulations. The cost of such activities, compliance or capital expenditures for environmental control facilities necessary to meet regulatory requirements are not estimable, but have not and are not anticipated to be material when compared with our overall costs and capital expenditures and, accordingly, are not anticipated to have a material effect on our financial position, results of operations, cash flows or the competitive position.

Our commitment to environmental and social governance and sustainability includes putting people first by providing a supportive and inclusive environment built on a culture of engagement, and by working together to ensure the health and safety of our employees. At the corporate level, we maintain a fully dedicated department responsible for best-in-class environmental, health and safety initiatives and best practices across the Company. Twenty-three of our facilities hold ISO 14001 certifications, a highly recognized global standard for an effective Environmental Management System and our remaining facilities are managed to similar standards.

Worthington complies with and works to exceed all applicable worker safety regulations in the U.S. as governed by the Occupational Safety and Health Administration (OSHA). Our U.S. facilities also hold certifications with various industry groups that require regular inspections including the International Organization for Standardization (ISO). Our global sites meet or exceed all local regulations for worker safety and hold various accreditations, certifications, and registrations that require regular inspections.

Legal Proceedings

We are involved in various judicial and administrative proceedings, as both plaintiff and defendant, arising in the ordinary course of business. We do not believe that any such proceedings will have a material adverse effect on our business, financial position, results of operation or cash flows.

Patents, Trademarks and Licenses

We own several patents, trademarks, copyrights, trade secrets, and licenses to intellectual property owned by others. Although our patents, copyrights, trademarks, trade secrets, and other intellectual property rights are important to our success, we do not consider any single patent, trademark, copyright, trade secret or license to be of material importance to our business.

Corporate Responsibility

Human Capital Resources

As of August 31, 2023, we had approximately 4,100 employees and our unconsolidated joint venture, Serviacero Worthington, employed approximately 400 additional employees. Approximately 17% of the employees who make up our consolidated labor force are represented by collective bargaining units, all of which are located outside of the United States and in jurisdictions where collective bargaining arrangements are customary. We believe that our open-door policy has created an environment which fosters open communication and serves to cultivate the good relationships we have with our employees, including those covered by collective bargaining units.

In line with our people-first philosophy, our employees have always been, and will always be, our most important asset. We operate under a set of core values that are rooted in Worthington Steel’s long-standing

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philosophy, which emphasizes the Golden Rule. These core values guide us as a company, including in our approach to people management. As such, we are continually focused on creating and maintaining a strong culture. Our culture provides employees with opportunities for personal and professional development, as well as community engagement, all of which we believe contribute to our overall success. We have repeatedly been recognized as a top place to work and believe we offer our employees competitive pay and above-market benefits, as compared to others in our industry, all while focusing on safety, wellness, and promoting a diverse and inclusive culture.

Safety, Health, and Wellness

We have always made the safety and well-being of our people a top priority, and we have regularly maintained an industry-leading safety record. For us, safety is about engagement, and our employees have adopted a culture where safety is everyone’s responsibility, not just the safety of our employees, but the safety of everyone who enters our facilities. We also provide our employees and their families with access to what we believe are above-market benefits, as compared to others in our industry, including a parental leave benefit that offers all new parents the opportunity for paid time off. We have a broad array of other employee centered-benefits and wellness programs, including on-site fitness centers, free health screenings, health fairs, and other company-wide and location-specific wellness events and challenges. We believe our investments in safety, health and wellness are key to supporting and protecting our most important asset, our people.

Diversity, Inclusion, and Equity

We believe that diversity, of all types, contributes to our success. We are committed to increasing the diversity of our employee base at all levels of our organization because we believe our differences make us better and that diverse thoughts and experiences drive innovation and produce better results. With Worthington Steel’s Philosophy as our foundation, we are working to build an environment where diversity is valued, and where all employees feel they belong and are empowered to do their best work.

To further such efforts, Worthington established a Diversity, Equity, and Inclusion Council (the “Council”) chaired by a senior officer. The Council developed a strategy where diversity, inclusion and equity efforts are focused on strengthening four primary pillars: workforce, workplace, community, and partnership. These pillars serve as a foundation for continually building and fostering an inclusive culture. We intend to replicate these diversity, equity and inclusion initiatives at Worthington Steel.

Talent Development and Retention

Our ability to successfully operate, grow our business and implement our business strategies is largely dependent on our ability to attract, train and retain talented personnel at all levels of our organization. As a result, we offer our employees what we believe to be competitive compensation and benefits, as compared to others in our industry, which include opportunities to participate in profit sharing plans. We also strive to provide our employees with continuous opportunities to learn the skills necessary to maximize their performance and develop new skills that allow them to maximize their potential.

Properties

Our principal corporate offices are located in Columbus, Ohio, where we lease office space. At August 31, 2023, including our consolidated and unconsolidated joint ventures, we owned or leased more than 6.5 million square feet of space for our operations, most of which is dedicated to manufacturing facilities. More details on these

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facilities is contained in the table below. We believe these facilities are well maintained and in good operating condition and are sufficient to meet our current needs.

Entity	Type		Location	Number of facilities		Leased		Owned
Samuel		Manufacturing	Ohio (2)		2		1		1
Spartan		Manufacturing	Michigan		1		—		1
TWB		Manufacturing	Kentucky, Michigan (2), Ohio (2), Tennessee (2), Canada, Mexico (3)		11		10		1
Worthington Steel		Manufacturing	Illinois, Indiana, Kentucky, Mexico, Michigan, Ohio (5), New York, Canada, China, India		14		2		12
Serviacero Worthington		Manufacturing	Mexico (3)		3		—		3
Total					31		13		18

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MANAGEMENT

Executive Officers Following the Distribution

The following table sets forth information, as of October 25, 2023 with respect to the individuals who are expected to serve as our executive officers, including their positions, and is followed by a biography of each such individual.

Name	Age	Position
Geoffrey G. Gilmore	51	President, Chief Executive Officer and Director Nominee
Jeff R. Klingler	51	Executive Vice President and Chief Operating Officer
Timothy A. Adams	59	Vice President and Chief Financial Officer
Michaune D. Tillman	52	Vice President and General Counsel

Geoffrey G. Gilmore has served as Executive Vice President and Chief Operating Officer of Worthington since August 2018. Mr. Gilmore served as President of Worthington Cylinder Corporation from June 2016 to August 2018, and as President of The Worthington Steel Company from August 2012 through May 2016. From July 2011 to July 2012, Mr. Gilmore served as Vice President-Purchasing for Worthington. From April 2010 to July 2011, Mr. Gilmore served as General Manager of The Worthington Steel Company’s Delta, Ohio facility; and from June 2006 to February 2010, he served as Director of Automotive Sales for The Worthington Steel Company. Mr. Gilmore also served in various other positions with The Worthington Steel Company from 1998 to June 2006.

Jeff R. Klingler has served as President of The Worthington Steel Company since May 2019. Mr. Klingler served as General Manager of various business units within The Worthington Steel Company from May 2014 until April 2019. Mr. Klingler served as vice president of sales, marketing and procurement for Banner Services Corporation, a supplier and processor of metal bar products, from 2008 until 2014, after serving in numerous capacities with The Worthington Steel Company from 1992 to 2008.

Timothy A. Adams has served as Vice President of Strategy and Business Development of The Worthington Steel Company since 2012. Prior to that, Mr. Adams served as Director of Strategy and Business Development from 2008 to 2012, after initially joining The Worthington Steel Company as a financial analyst in 1998 and serving in multiple roles of increasing responsibility within the Financial Planning and Analysis Group.

Michaune D. Tillman has served as General Counsel of The Worthington Steel Company since October 2020. Ms. Tillman previously served as Secretary, General Counsel & Vice President, Human Resources & Compliance for Worthington Armstrong Venture (WAVE) from October 2014 to October 2020. Prior to her role at WAVE, Ms. Tillman served in various leadership and management capacities at Ricoh Americas Corporation from 2001 to 2014, with the most recent being Deputy General Counsel, Vice President and Ethics Officer.

Board of Directors Following the Distribution

The following table sets forth information, as of October 25, 2023, with respect to the individuals who are expected, as of the date of this information statement, to serve on the Board following the completion of the distribution, and is followed by a biography of each such individual. Additional directors of the Company will be

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identified prior to completion of the distribution, and the names and biographies of such additional persons will be provided in subsequent amendments to this information statement.

Name	Age	Position
Geoffrey G. Gilmore	51	President, Chief Executive Officer and Director Nominee
Carl A. Nelson, Jr.	78	Director Nominee
John B. Blystone	70	Director Nominee
John H. McConnell II	39	Director Nominee
Sidney A. Ribeau	76	Director Nominee
Mary Schiavo	68	Director Nominee

The biography of Geoffrey G. Gilmore is set forth under the section entitled “—Executive Officers.”

Carl A. Nelson, Jr. has served as a director of Worthington since 2004. Mr. Nelson was a partner with Arthur Andersen, LLP and retired in February 2002 after 31 years of service. Mr. Nelson had served as Managing Partner of the Arthur Andersen Columbus, Ohio office, and was the leader of the firm’s consulting services for the products industry in the United States. Currently, Mr. Nelson serves on the Board of Directors of Advanced Drainage Systems, Inc., a leading manufacturer of thermoplastic corrugated pipe, where he is Chair of its Compensation Committee. Mr. Nelson is a Certified Public Accountant (retired) and a member of The Ohio Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Mr. Nelson received his Bachelor of Science in Accounting from The Ohio State University and a Master of Business Administration from the University of Wisconsin. Mr. Nelson has taught in the MBA and executive education programs at The Ohio State University and is a member of the Dean’s Advisory Council for the Fisher College of Business at The Ohio State University. Mr. Nelson has significant public company accounting and financial expertise and qualifies as an “audit committee financial expert,” as defined by applicable SEC Rules. Mr. Nelson has vast experience as a business consultant on a variety of projects involving areas such as large-scale technology implementation, defining strategic initiatives, strategic planning and projects with significant change requirements. All of these attributes make Mr. Nelson well suited to serve on the Board.

John B. Blystone has served continuously as a director of Worthington since 1997 and as the Lead Independent Director from January 2007 until September 2023 when he was named Executive Chairman. Mr. Blystone previously served as Chairman of the Board, President and Chief Executive Officer of SPX Corporation, a global provider of technical products and systems, industrial products and services, flow technology, cooling technologies and services and service solutions, from December 1995 to December 2004, when he retired. From 1991 to 1995, Mr. Blystone served in various managerial and operating roles with General Electric Company. Mr. Blystone served as Chairman of the Board of Freedom Group, Inc., which manufactures and markets firearms, ammunition and related products, from August 2010 to March 2012. Mr. Blystone serves as a director for Blystone Consulting, LLC and as General Partner of Blystone Capital Partners. Mr. Blystone graduated from the University of Pittsburgh and has extensive business experience in managing and operating both domestic and international operations, including as a chief executive officer of a large public company. He has expertise in acquisitions, financial and business analysis, and in generally managing issues that face a large public company. Mr. Blystone’s business acumen, his long service on other boards, and his collegial style and leadership make him well qualified to serve on the Board.

John H. McConnell II has served as a director of Worthington since January 2023. Mr. McConnell previously served as Vice President, Global Business Development, of Worthington’s Sustainable Energy Solutions segment, from June 2021 until November 2023. He previously served as business director of Worthington’s North American High Pressure Vessels business from November 2019 to June 2021 and product manager of the Worthington’s Life Support Technology products from June 2014 to November 2019. Mr. McConnell also held various roles with the Worthington from 2000 to 2012, and with the Columbus Blue Jackets from 2012 to 2014. Mr. McConnell holds a Bachelor of Arts in Strategic Communications and a Master of Business Administration from The Ohio State University. Mr. McConnell serves on the boards of the National Veterans Memorial and

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Museum, the Columbus Zoo and Aquarium and the Cohesion Foundation. Mr. McConnell’s long association with Worthington, the governance skills he has developed serving on various other boards, and the variety of roles in which he has served Worthington and other organizations make him well qualified to serve on the Board. In addition, McConnell family members have a special interest in our continuing success and have always played an important role in the business. Mr. McConnell’s participation on the Board ensures that commitment to successful stewardship continues.

Sidney A. Ribeau has served as a director of Worthington since 2000. Since October 2013, Dr. Ribeau has served as Professor of Communications for Howard University, and he also served as President of Howard University from August 2008 to October 2013. Dr. Ribeau served as President of Bowling Green State University for more than 13 years prior to that time. Dr. Ribeau served as a Trustee on the Teachers Insurance and Annuity Association for 16 years. He was a member of TIAA’s Human Resources Committee, Nominating and Governance Committee and Corporate Governance and Social Responsibility Committee. Dr. Ribeau has previously served on the Boards of Directors of Convergys Corporation from 2001 through 2008 and The Andersons, Inc. from 1997 through 2008. Dr. Ribeau holds a Bachelor of Arts from Wayne State University and a Master and Doctorate from the University of Illinois. Dr. Ribeau brings extensive experience in managing the issues that face large public institutions. His background as the leader of a billion-dollar public institution and as an educator and administrator enables him to provide insight relative to management, educational, financial, human resources and public policy matters and make him well qualified to serve on the Board.

Mary Schiavo has served as a director of Worthington since 1998. Ms. Schiavo has been an attorney with the law firm of Motley Rice LLC, since October 2003. Ms. Schiavo has been employed by CNN as an analyst and on-air commentator since calendar year 2014. Ms. Schiavo was an attorney with a law firm in Los Angeles, California, from 2001 to October 2003. Ms. Schiavo served as a professor at The Ohio State University, College of Engineering, Department of Aerospace Engineering and Aviation and School of Public Policy and Management and also as a Consultant for NBC News from 1997 to 2002. Ms. Schiavo served as Inspector General for the U.S. Department of Transportation for six years, where she had auditing and oversight responsibility over a multi-billion dollar government agency; Assistant Secretary of Labor of the U.S. for one year; a White House Fellow for one year; and was an attorney with the U.S. Department of Justice for seven years. Ms. Schiavo has gained in-depth knowledge of Worthington’s business and structure from her more than 20 years of service as a director. Ms. Schiavo received a Bachelor of Arts from Harvard University, a Master of Arts degree from The Ohio State University, and a Juris Doctorate degree from New York University. She was previously an elected director of the Harvard University Alumni Association and a member of the President’s Council on Integrity and Efficiency in Government and the President’s Commission on White House Fellowships. Ms. Schiavo’s legal and governmental experience enable her to bring a unique and valuable perspective to the Board and make her well qualified to serve on the Board.

Composition of Board

Upon completion of the distribution, our Board is expected to consist of    members.

Our amended and restated articles of incorporation and amended and restated code of regulations will provide that our Board will be divided into three classes, denominated as class I, class II, and class III . Members of each class will hold office for staggered three-year terms. The class I directors, whose terms will expire at the first annual meeting of our shareholders following the completion of the distribution, will be    . The class II directors, whose terms will expire at the second annual meeting of our shareholders following the completion of the distribution, will be    . The class III directors, whose terms will expire at the third annual meeting of our shareholders following the completion of the distribution, will be    .

Plurality Voting Standard

Upon completion of the distribution, our amended and restated code of regulations are expected to provide for a plurality voting standard in director elections. This means that at all duly called or convened meetings of

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shareholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director.

Director Independence

The Board has determined that    are independent directors under the applicable rules of the NYSE.

The Board will assess on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Governance Committee, will make a determination as to which members are independent.

Committees of the Board of Directors

Effective immediately prior to the commencement of “when issued” trading of common shares on the NYSE, the Board will have a standing Audit Committee, and effective upon the completion of the separation, the Board will have a standing Compensation Committee and a standing Nominating and Governance Committee.

Audit Committee. The initial members of the Audit Committee (the “Audit Committee”) will be    .     will serve as chair of the Audit Committee. The Board has determined that    is an “audit committee financial expert” for purposes of the rules of the SEC. In addition, the Board has determined that    are independent, as defined by the rules of the NYSE and Section 10A(m)(3) of the Exchange Act. Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit Committee have at least one independent member upon the listing of our common shares, have a majority of independent members within 90 days of the date of this information statement and be composed entirely of independent members within one year of the date of this information statement. The Audit Committee will be organized and conduct its business pursuant to a written charter. The Audit Committee may meet in executive session, without the presence of management, and will report to the Board on its actions and recommendations at each regularly scheduled Board meeting. The Audit Committee will be responsible, among its other duties and responsibilities, for reviewing, monitoring, and evaluating (a) our consolidated financial statements and the related disclosures, including the integrity and quality of our consolidated financial statements; (b) our compliance with legal and regulatory requirements, including the financial reporting process; (c) our systems of disclosure controls and procedures and internal control over financial reporting and our accounting and financial controls; (d) the performance, qualifications and independence of our independent registered public accounting firm, including the performance and rotation of the lead and concurring partners of that firm; (e) the performance of our internal audit function; (f) the annual independent audit of our consolidated financial statements; (g) financial, reporting and compliance risk management; (h) our overall enterprise risk management program including such matters related to privacy, information security, cybersecurity, business conduct, health and safety, compliance, environmental and social aspects; and (i) the administration of our Related Person Transaction Policy and approving, if appropriate, any “related person” transactions with respect to our directors or executive officers. The Audit Committee will also prepare the report that the SEC rules require be included in our annual proxy statement.

Compensation Committee. The initial members of the Compensation Committee (the “Compensation Committee”) will be    . The Board has determined that    are independent, as defined by the rules of the NYSE and Section 10C(a) of the Exchange Act. In addition, we expect that    will qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee will discharge the Board’s responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers. The Compensation Committee will be responsible, among its other duties and responsibilities, for determining and approving the compensation and benefits of our Chief Executive Officer and other executive officers, monitoring compensation arrangements applicable to our Chief Executive Officer and other executive officers in light of their performance, effectiveness and other relevant considerations and adopting and administering our equity and incentive plans. The Compensation Committee will have sole authority to retain and

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terminate any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Compensation Committee in the performance of its duties, including the sole authority to approve the fees and other terms and conditions of retention. Prior to any such retention, the Compensation Committee will assess any factors relevant to such consultant’s, legal counsel’s or other advisor’s independence from management, including the factors specified in NYSE’s Corporate Governance Standards or other listing rules, to evaluate whether the services to be performed will raise any conflict of interest or compromise the independence of such consultant, legal counsel or other advisor.

Nominating and Governance Committee. The initial members of the Nominating and Governance Committee (the “Nominating and Governance Committee”) will be    . The Board has determined that    are independent, as defined by the rules of the NYSE. The Nominating and Governance Committee will be responsible for recommending candidates for election to the Board. In making its recommendations, the Nominating and Governance Committee will review a candidate’s qualifications and any potential conflicts of interest and assess contributions of current directors in connection with his or her re-nomination. The Nominating and Governance Committee will also be responsible, among its other duties and responsibilities, for making recommendations to the Board or otherwise acting with respect to corporate governance policies and practices, including Board size and membership qualifications, new director orientation, committee structure and membership, related person transactions, and communications with shareholders and other interested parties. The Nominating and Governance Committee will also be responsible for reviewing the Company’s undertakings with respect to environmental, social, and governance matters, including the Company’s role as a corporate citizen and the Company’s policies and programs relating to health, safety and sustainability matters.

The Board is expected to adopt a written charter for each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. These charters will be posted on our website in connection with the separation.

Compensation Committee Interlocks and Insider Participation

During our fiscal year ended May 31, 2023, we were not a separate or independent company and did not have a Compensation Committee or any other committee serving a similar function. Decisions as to the compensation for that fiscal year of those who will serve as our executive officers were made by Worthington, as described in the section of this information statement captioned “Executive Compensation.”

Board’s Role in Risk Oversight

Our management is principally responsible for defining, identifying and assessing the various risks we face, formulating enterprise risk management policies and procedures and managing our risk exposures on a day-to-day basis. A risk committee, comprised of senior executives, directs this process. Management provides an annual risk assessment to the Board, with quarterly updates. The Board’s responsibility is to oversee our risk management processes by understanding and evaluating management’s identification, assessment and management of our critical risks.

The Board as a whole has responsibility for this risk oversight, assisted by the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Areas of focus include strategic, operational, liquidity, market, financial, reporting, succession, compensation, compliance, privacy, information security, cybersecurity, business conduct, health and safety, environmental, social, governance and other risks. The Audit Committee is tasked with oversight of financial, reporting and compliance risk management, along with our overall risk management program. The Compensation Committee is tasked with oversight of compensation risk management. The Nominating and Governance Committee manages risks associated with corporate governance, Board composition, and the performance of the Board, its committees and directors. The Board as a whole oversees all other risk management.

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Code of Business Conduct

In connection with the separation, we will adopt a Code of Conduct (the “Code of Conduct”) that is applicable to all directors, officers and employees of the Company. The Code of Conduct will set forth Company policies, expectations and procedures on a number of topics, including but not limited to conflicts of interest, compliance with laws, rules and regulations (including insider trading laws), honesty and ethical conduct, and quality. The Code of Conduct will also set forth procedures for reporting violations of the Code of Conduct and investigations thereof. If the Board grants any waivers from our Code of Conduct to any of our directors or executive officers, or if we amend our Code of Conduct, we will, if required, disclose these matters through our website within four business days following such waiver or amendment. Our website, and the information contained therein, or connected thereto, is not incorporated by reference into this information statement.

Procedures for Treatment of Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters

In accordance with the Sarbanes-Oxley Act of 2002, our Board will establish a process for shareholders and interested parties to communicate with the Board and to report complaints or concerns relating to our accounting, internal accounting controls or auditing matters. Complaints or concerns relating to our accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee.

Website Disclosure

The Corporate Governance Guidelines and Code of Conduct are available in the “    ” section of our corporate website:    .

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We have prepared this discussion in connection with our separation from Worthington. Prior to the separation, the Company has been a subsidiary of Worthington, and therefore, its historical compensation program has been primarily determined by the Compensation Committee of the Worthington Board (the “Worthington Compensation Committee”) and Worthington’s senior management. Since the information presented in the compensation tables of this information statement relates to fiscal 2023, which ended on May 31, 2023, this Compensation Discussion and Analysis focuses primarily on Worthington’s compensation programs and decisions as they applied to our executive officers in their respective roles as a part of Worthington for fiscal 2023 and the processes for determining fiscal 2023 compensation while we were part of Worthington.

This Compensation Discussion and Analysis presents historical compensation information for the following individuals who are expected to serve as our executive officers (the “NEOs”):

• Geoffrey G. Gilmore who will serve as our President and Chief Executive Officer (“CEO”) and as a director on our Board;

• Timothy A. Adams, who will serve as our Vice President and Chief Financial Officer (“CFO”);

• Jeff R. Klingler, who will serve as our Executive Vice President and Chief Operating Officer (“COO”); and

• Michaune D. Tillman, who will serve as our Vice President and General Counsel.

Anticipated Compensation Program Design Following the Separation

We are in the process of developing an initial executive compensation program in order to attract and retain talented executives and other key employees to lead us as a stand-alone public company. Prior to the separation, the Worthington Compensation Committee will make certain decisions regarding our compensation program design and take certain actions regarding our executive compensation arrangements following the separation. Those executive compensation arrangements will be described in a subsequent amendment to this information statement.

In connection with the separation, our Board will form our Compensation Committee. Following the separation, our Compensation Committee will establish the objectives and principles for our executive compensation program and will make additional compensation decisions and actions, including ratifying or modifying our executive compensation arrangements with the NEOs. It is anticipated that the objectives and principles to be established by our Compensation Committee will be similar to the objectives and principles that Worthington maintained for its executive compensation program in fiscal 2023, as described in this Compensation Discussion and Analysis. However, our Compensation Committee will review the impact of our separation from Worthington and all aspects of compensation and make appropriate adjustments to our compensation programs and practices.

Role of the Worthington Compensation Committee

In fiscal 2023, the Worthington Compensation Committee reviewed and administered the compensation for the members of Worthington’s executive management team, including the NEOs. The Worthington Compensation Committee also oversees Worthington’s annual incentive plan for executives (the “Annual Incentive Plan”), long-term incentive program, equity compensation plans, and non-qualified deferred compensation plans.

The Worthington Compensation Committee is comprised of four directors, each of whom qualifies as an independent director under Worthington’s Corporate Governance Guidelines, applicable SEC rules and

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applicable NYSE rules, and is free from any relationship (including disallowed consulting, advisory or other compensatory arrangements) prohibited by applicable laws, rules or regulations or that, in the opinion of the Worthington Board, is material to his or her ability to be independent from Worthington’s management in connection with the duties of a member of the Worthington Compensation Committee or to make independent judgments about Worthington’s executive compensation. Each member also qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

The Worthington Compensation Committee has sole authority to retain and terminate such compensation consultants, legal counsel and other advisors as the Worthington Compensation Committee deems appropriate to fulfill its responsibilities, including sole authority to approve the fees and other terms of retention. The Worthington Compensation Committee has retained an independent compensation consultant, Willis Towers Watson, for the purpose of assisting the Worthington Compensation Committee in fulfilling its responsibilities, including providing advice on the amount and form of executive and director compensation. Fees paid by Worthington to Willis Towers Watson in fiscal 2023 related to executive and director compensation matters were $100,688. Worthington management also periodically retains Willis Towers Watson to provide additional services to Worthington, including advising on other compensation matters. Worthington’s risk management team also separately engaged (in its own discretion, and not at the recommendation or subject to the approval of the Worthington Board or the Worthington Compensation Committee) an insurance affiliate of Willis Towers Watson to broker liability insurance for Worthington and such affiliate received commissions in fiscal 2023 totaling $150,000, which were paid by the issuer of the insurance policy. Willis Towers Watson was also separately engaged by Worthington’s human resources team (in its own discretion, and not at the recommendation or subject to the approval of the Worthington Board or the Worthington Compensation Committee) to conduct certain due diligence activities in connection with a potential acquisition and the fees paid in fiscal 2023 related to that engagement were $27,400. The Worthington Compensation Committee has conducted an assessment, which included the consideration of the six factors specified in the NYSE Corporate Governance Standards and Rule 10C-1(b)(4) under the Exchange Act, to evaluate whether the services performed by Willis Towers Watson and the insurance affiliate of Willis Towers Watson raise a conflict of interest or compromise the independence of Willis Towers Watson. Based upon this assessment, the Worthington Compensation Committee determined that Willis Towers Watson qualifies as an independent compensation consultant and the work of Willis Towers Watson and its affiliates does not raise any conflict of interest.

In fulfilling its responsibilities, the Worthington Compensation Committee annually reviews certain market compensation information with the assistance of its independent compensation consultant, Willis Towers Watson, who is directly engaged by the Worthington Compensation Committee to prepare the information. This includes information regarding compensation paid to officers with similar responsibilities from a broad-based group of approximately 700 companies (the “Comparator Group”). The Comparator Group is comprised largely of manufacturing companies, maintained in the executive compensation database of Willis Towers Watson at the time the study is conducted, with median revenues of $4.0 billion. Changes in the Comparator Group occur as companies begin or cease participation in the database, due to a sale, merger or acquisition of the companies included or for other reasons. The Worthington Compensation Committee neither selects nor specifically considers the individual companies which are in the Comparator Group. For comparison purposes, due to variances in the size of the companies in the Comparator Group, regression analysis, which is an objective analytical tool used to determine the relationship between data, is used to adjust data to better align with Worthington’s revenue size, which the Worthington Compensation Committee set at $4.0 billion for purposes of its analysis. The Worthington Compensation Committee believes that using this broad-based Comparator Group minimizes the effects of changes to the group due to changes in database participation, lessens the impact a single entity can have on the overall data, provides more consistent results and better reflects the market in which we compete for executive talent.

During its review process, the Worthington Compensation Committee meets directly with its compensation consultant and reviews Comparator Group information with respect to base salaries, annual cash incentive bonuses and long-term incentive compensation programs. The Worthington Compensation Committee considers

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Comparator Group information provided by the compensation consultant as an important factor in determining the appropriate levels and mix of executive compensation.

The Worthington Compensation Committee uses tally sheets as a tool to assist in its review of executive compensation. The tally sheets contain the components of the NEOs’ current and historical compensation, including base salary, annual cash incentive bonuses and long-term incentive compensation. The tally sheets and other information provided to the Worthington Compensation Committee also show the estimated compensation that would be received by the NEOs under certain scenarios, including in connection with a change in control of the Company and termination of the NEOs’ employment.

While the Worthington Compensation Committee retains Willis Towers Watson, in carrying out assignments for the Worthington Compensation Committee, Willis Towers Watson may interact with Worthington’s management including its Senior Vice President and Chief Human Resources Officer, its Vice President-General Counsel and Secretary and its Vice President and Chief Financial Officer and their respective staffs in order to obtain information. In addition, Willis Towers Watson may, in its discretion, seek input and feedback from Worthington’s management regarding its work product prior to presentation to the Worthington Compensation Committee in order to confirm information is accurate or address certain issues.

The agendas for the Worthington Compensation Committee’s meetings are determined by the Worthington Compensation Committee’s Chair with assistance from Worthington’s CEO, its Senior Vice President and Chief Human Resources Officer and its Vice President-General Counsel and Secretary. These individuals, with input from the Worthington Compensation Committee’s compensation consultant, have historically made compensation recommendations for executive officers of Worthington, including the NEOs. However, decisions regarding the compensation of such executives are made solely by the Worthington Compensation Committee.

After each regularly scheduled meeting, the Worthington Compensation Committee may meet in executive session. When meeting in executive session, the Worthington Compensation Committee may have a session with the Worthington CEO only, a session with the compensation consultant only, and a session with Worthington Compensation Committee members only. The Worthington Compensation Committee Chair reports on Worthington Compensation Committee actions to the full Worthington Board at the following Worthington Board meeting.

Executive Compensation Philosophy and Objectives

Worthington’s basic compensation philosophy has long been that employees should have a meaningful portion of their total compensation tied to performance and that Worthington should use incentives which are intended to drive and reward performance. In furtherance of this philosophy, there is broad-based participation among Worthington’s full-time, non-union employees in some form of incentive compensation program. These programs include cash profit sharing programs, which compute payouts based on a fixed percentage of profits, and annual incentive bonus programs that primarily tie bonuses to Worthington’s aggregate company-wide operating results (referred to as “Corporate” performance) and/or the operating results of the applicable segment.

Worthington’s objectives with respect to executive compensation are to attract and retain highly-qualified executives, to align the interests of management with the interests of shareholders and to provide incentives, based primarily on Worthington’s performance, for reaching established goals and objectives. To achieve these goals and objectives, the Worthington Compensation Committee has determined that total compensation for executives will exhibit the following characteristics:

• It will be competitive in the aggregate, using broad-based business comparators to gauge the competitive market;

• It will be performance-oriented and highly-leveraged, with a substantial portion of the total compensation tied to performance, primarily Corporate performance and/or that of the applicable segment;

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• It will align the interests of management and the interests of Worthington’s shareholders; and

• It will promote long-term careers with Worthington.

Worthington’s practice has long been that executive compensation be highly leveraged. Worthington’s compensation program emphasizes performance-based compensation (pay-at-risk) that promotes the achievement of short-term and long-term objectives. Worthington believes it is appropriate to provide a balance between incentives for short-term performance and incentives for long-term profitability. Worthington’s executive compensation program, therefore, includes both an annual cash incentive bonus program and a long-term incentive compensation program. Worthington also believes it is appropriate for long-term incentives to have a cash compensation component and an equity-based compensation component, which incentivize executives to drive performance and align their interests with those of Worthington’s shareholders.

The Worthington Compensation Committee annually reviews certain market compensation information with the assistance of its independent compensation consultant, Willis Towers Watson. This review includes information regarding compensation paid to executives with similar responsibilities from the Comparator Group.

Base salaries of the NEOs and the other Worthington executives generally fall below market median comparables developed from the Comparator Group, although the actual base salaries of the NEOs and the other Worthington executives vary from individual to individual and from position to position due to factors such as time in the position, performance, experience, internal equity and other factors the Worthington Compensation Committee deems appropriate. Annual cash incentive bonus opportunities to be paid to the NEOs and the other Worthington executives for achieving targeted levels of performance are generally above what the compensation consultant considers market median for annual bonuses because base salaries are intentionally set below market median comparables. In setting normal annual long-term incentive compensation opportunities of the NEOs and the other Worthington executives, the Worthington Compensation Committee generally starts with the market median developed by the compensation consultant, and then makes adjustments the Worthington Compensation Committee deems appropriate.

While Comparator Group information is a factor considered in setting compensation, where a specific executive’s annual cash incentive bonus and long-term incentive compensation fall relative to the market median developed from the Comparator Group will vary based upon internal equity and other factors listed in the preceding paragraph. Annual cash incentive bonuses and long-term incentive compensation actually paid may vary significantly depending on Corporate and/or segment performance during the applicable year(s).

The Worthington Compensation Committee evaluates the performance of the NEOs when annually reviewing and setting executive compensation levels. The criteria considered include: Worthington’s overall performance and segment performance; overall leadership; development and stewardship of, Worthington’s philosophy and strategic plans, goals and objectives; positioning the business for future success; and effective communications with our Board and stakeholders. While prior compensation or amounts realized or realizable from prior awards are given some consideration, the current and future performance of Worthington, its segments and the individual executives are the most significant factors in setting the compensation for Worthington’s executives. Following the separation, we expect that our Compensation Committee will have a similar philosophy with respect to compensation payable to our NEOs.

Say-on-Pay

At the annual meeting of Worthington’s shareholders held on September 28, 2022, the Worthington shareholders approved the executive compensation as disclosed in the proxy statement for that annual meeting, with over 90% of the common shares of Worthington (the “common shares”) represented by those shareholders present in person or represented by proxy at the annual meeting voting for approval. The vote for approval was over 90%, excluding broker non-votes. The Worthington Compensation Committee evaluated the results of this strongly supportive advisory vote, together with the other factors and data discussed in this Compensation Discussion and Analysis, in determining executive compensation policies and making executive compensation decisions.

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Elements of Compensation

This section provides an overview of the primary elements of Worthington’s compensation programs for fiscal 2023 in which the NEOs participated, including base salary, annual bonus, long-term incentive compensation and certain employee benefits. Following the separation, we expect to provide similar compensation programs, with any changes our Compensation Committee determines are necessary to better align compensation and incentives with our performance, strategic initiatives, industry peers, and the long-term interests of our shareholders.

Base Salaries

Worthington has historically set base salaries for the NEOs to reflect the duties and responsibilities inherent in each position, individual levels of experience, performance, market compensation information, internal pay equity, and the Worthington Compensation Committee’s judgment. The Worthington Compensation Committee annually reviews information regarding compensation paid by the Comparator Group to executive officers with similar responsibilities. It has been the Worthington Compensation Committee’s intent, in general, to set base salaries below market median levels, with consideration given to the factors listed above, and have total annual cash compensation driven by bonuses.

Annual Cash Incentive Bonus Awards

During fiscal 2023, the NEOs and certain other key employees participated in the Annual Incentive Plan, under which annual cash incentive bonus awards are tied to attainment of target results. These awards are generally tied to achieving specified levels (threshold, target and maximum) of Corporate and/or segment performance for the applicable fiscal year performance period. The type of performance measured and the weighting of those measurements is shown below. Restructuring charges and other selected items are excluded from all calculations, and the impact of inventory holding gains or losses is factored out in calculating Corporate adjusted earnings per diluted common share attributable to controlling interest (“Adjusted EPS”) and Worthington’s steel processing business adjusted segment earnings (“EOI”).

For Corporate executives, including Mr. Gilmore and Ms. Tillman, the fiscal 2023 goals were tied to Corporate performance. Payouts were tied to achieving specified levels (threshold, target and maximum) of Corporate economic valued added (“EVA”) and Corporate Adjusted EPS (each adjusted as noted above), with each performance measure carrying a 50% weighting.

For Segment executives, including Mr. Klingler, Mr. Adams and other steel processing executives, the fiscal 2023 goals were tied to both Corporate performance and the performance of their respective segments. Payouts have historically been tied to achieving specified levels (threshold, target and maximum) of Corporate Adjusted EPS, 20% weighting; segment EOI, 30% weighting; and segment EVA, 50% weighting (each adjusted as noted above). From fiscal 2022 and later, the segment EOI targets have been changed mainly to segment earnings before interest and taxes (“EBIT”) targets (adjusted as noted above).

For performance falling between threshold and target or between target and maximum, the award is linearly pro-rated. If threshold levels are not reached for any performance measure, no bonus will be paid under that performance metric.

Annual cash incentive bonuses are paid within a reasonable time following the end of the performance period in cash, unless the Worthington Board specifically provides for a different form of payment.

Termination of employment before the end of the applicable annual performance period results in forfeiture of annual cash incentive bonus awards, except that if the NEO dies, becomes disabled or retires, a pro rata portion of any otherwise earned annual cash incentive bonus award will be payable upon termination of employment. In the event of a change in control of Worthington, followed by the termination of an NEO’s employment during the relevant performance period, the annual cash incentive bonus award will be payable at the target level upon termination of employment.

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The annual cash incentive bonuses paid to the NEOs for fiscal 2023 were lower when compared with fiscal 2022, when Worthington achieved record adjusted earnings. Annual cash incentive bonuses for fiscal 2023 results were paid at 100% of target levels for Corporate executives and 95% of target for steel processing executives. Annual cash incentive bonuses for fiscal 2022 were paid at 200% of target levels for both Corporate executives and steel processing executives.

Annual cash incentive bonuses earned by the NEOs for fiscal 2023, fiscal 2022 and fiscal 2021, are shown in the “Summary Compensation Table” in this information statement.

Long-Term Incentive Compensation

The Worthington Compensation Committee has implemented a long-term incentive compensation program for the NEOs and other executives, which consists of:

• Stock option grants;

• Long-term performance share awards based on achieving measurable financial results over a three-fiscal-year period;

• Long-term cash performance awards based on achieving measurable financial results over a three-fiscal-year period; and

• Restricted common share awards with a time-vested requirement (the “time-vested restricted common share awards”).

The Worthington Compensation Committee has at times also made special grants of restricted common share awards that vest only if a sustained price target for the common shares is attained and the executive remains continuously employed by Worthington for at least three years (the “performance-based/time-vested restricted common share awards”) to select NEOs and other executives in recognition of an executive’s exceptional performance, promotion and/or increase in responsibility.

Historically the Worthington Compensation Committee granted the options under the Worthington Industries Inc. 2010 Stock Option Plan, as amended and granted the other types of awards under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan, as amended.

Going forward, we intend to adopt the Worthington Steel, Inc. 2023 Long-Term Incentive Plan under which we may grant similar equity-based awards to our executives (including our NEOs) and other employees.

In setting the size of the overall normal long-term incentive compensation awards, the Worthington Compensation Committee generally begins by looking at market median values for the Comparator Group, and then makes adjustments for each individual for items such as the executive officer’s time in the position, internal equity, performance and such other factors as the Worthington Compensation Committee deems appropriate. The percentage of the long-term compensation provided by each type of award (stock options, long-term cash performance awards, long-term performance share awards and restricted common shares) is determined by the Worthington Compensation Committee. The value given to stock options for purposes of these awards is determined by the Worthington Compensation Committee based on input from its compensation consultant taking into account the anticipated grant date fair value calculated under applicable accounting rules and the stock option values used for recent annual grants. The same is true for restricted common shares, the value of which is generally based on a recent market price of the common shares. Likewise, the value of the long-term performance share awards is generally based on the number of common shares that can be earned at target, multiplied by a recent common share price. The value used for long-term cash performance awards is generally the amount that can be earned at target. The amount of each type of award granted to an executive officer is determined consistent with the above factors, with the specific amount determined by the Worthington Compensation Committee on a subjective basis combining all of the factors considered.

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The Worthington Compensation Committee believes that using a blend of restricted common share awards, stock option awards, long-term performance share awards and long-term cash performance awards represents a particularly appropriate and balanced method of motivating and rewarding senior executives. Stock option awards and restricted common share awards align the interests of employee recipients with those of shareholders by providing value tied to appreciation in the common share price. Long-term cash performance awards motivate long-term results because their value is tied to sustained financial achievement over a multiple-year period. Long-term performance share awards blend both of these features because the number of performance shares received is tied to sustained financial achievement over a multiple-year period, and the value of those performance shares is tied to the price of the common shares. The Worthington Compensation Committee believes the combination of these forms of incentive compensation is superior to reliance upon only one form and is consistent with Worthington’s compensation philosophy and objectives.

The Worthington Compensation Committee generally approves annual stock option grants, annual time-vested restricted common share awards, long-term performance share awards and long-term cash performance awards at its June meeting. The stock option grants and time-vested restricted common share awards are generally made effective following the meeting and after Worthington reports earnings for the just-completed fiscal year. Long-term performance share awards and long-term cash performance awards have been based on performance over a three-fiscal-year period beginning with the first day of the first fiscal year in that period. An explanation of the calculation of the compensation expense relative to the equity-based long-term incentive compensation is set forth in the section of this Compensation Discussion and Analysis captioned “Equity-Based Long-Term Incentive Compensation Accounting”.

Stock Options

The following describes the Worthington Compensation Committee’s general practice in granting stock options, excluding grants tailored to meet specific circumstances.

Worthington generally grants stock options to the NEOs and other executives annually. In practice, the number of common shares covered by a stock option award generally depends upon the employee’s position and external market data.

All unexercised stock options granted to employees are non-qualified stock options which vest at a rate of one-third per year and fully vest at the end of three years. Termination of employment results in the forfeiture of unvested stock options, except that the Worthington Compensation Committee may exercise its discretion to cause all or a portion of the unvested stock options to vest upon retirement, death or disability. Upon termination of employment due to retirement, death or disability, the vested portion of any outstanding stock options will remain exercisable until the earlier of the stock option’s stated expiration date or 36 months after the termination of employment. In the event of a change in control followed within two years by a termination of employment without cause or an adverse change in the executive’s terms of employment (also referred to as a “constructive termination”), any outstanding stock options will become fully vested and exercisable. Additionally, the then vested portion of any outstanding stock options will remain exercisable until the earlier of the stock option’s stated expiration date or 12 months after the termination of employment. The Worthington Compensation Committee may allow the holder of a stock option to elect, during the 60-day period following a change in control, to surrender a stock option or a portion thereof in exchange for a cash payment equal to the excess of the change in control price per share over the exercise price per share.

The stock option grants to the NEOs in fiscal 2023 are detailed in the “Grants of Plan-Based Awards” table in this information statement. For purposes of the “Grants of Plan-Based Awards” table, stock options are valued based on a grant date fair value and calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). This value for stock options is also reported in the “Option Awards” column of the “Summary Compensation Table” in this information statement.

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Worthington has not backdated stock option grants to provide for lower exercise prices, nor has Worthington repriced or offered buyouts of underwater stock options. Worthington’s current plan provisions prohibit such repricing without shareholder consent.

Long-Term Performance Awards – General

Worthington generally awards a select group of key executives, including the NEOs, long-term cash performance awards and long-term performance share awards which are earned based upon results over a prospective three-fiscal-year performance period.

These long-term performance awards are intended to reward executives for achieving pre-established financial goals over a three-fiscal-year period. Restructuring charges and other selected items are excluded from all calculations, and the impact of inventory holding gains or losses are factored out in calculating Corporate Adjusted EPS and steel processing EOI.

For Corporate executives, including Mr. Gilmore and Ms. Tillman, the fiscal 2023 goals were tied to Corporate performance. Payouts are generally tied to achieving specified levels (threshold, target and maximum) of cumulative Corporate EVA and growth in Corporate Adjusted EPS (each adjusted as noted above) over the performance period, with each performance measure carrying a 50% weighting.

For Segment executives, including Mr. Klingler, Mr. Adams and other steel processing executives, the fiscal 2023 goals were tied to both Corporate performance and segment performance. Payouts are generally tied to achieving specified levels (threshold, target and maximum) of cumulative Corporate EVA and Corporate Adjusted EPS growth measures, which together carry a 50% weighting, and segment EOI targets (each adjusted as noted above), which are weighted 50%.

If the performance level falls between threshold and target or between target and maximum, the portion of the award that becomes vested is linearly pro-rated. Payouts, if any, would generally be made in the quarter following the end of the applicable performance period. Calculation of Worthington’s results and the level of attainment of performance measures are made solely by the Worthington Compensation Committee based upon Worthington’s consolidated financial statements.

The Worthington Compensation Committee determines the appropriate changes and adjustments and may make adjustments for unusual events or other items deemed to not be indicative of Worthington’s core operating results, including, without limitation, changes in tax and accounting rules and regulations, extraordinary gains and losses, mergers and acquisitions, and purchases or sales of substantial assets. No such adjustments were made in fiscal 2023.

These performance measurements have been chosen because the Worthington Compensation Committee believes that:

• The Corporate Adjusted EPS growth metric strongly correlates with Worthington’s growth in equity value;

• EOI and EBIT of a segment tie directly into Worthington’s Adjusted EPS growth; and

• The cumulative Corporate EVA target, which is driven by net operating profit in excess of the cost of capital employed, keeps management focused on the most effective use of existing assets and pursuing only those growth opportunities which provide returns in excess of the cost of capital.

Worthington has used these, or similar performance measures, since long-term cash performance awards were first granted by Worthington for the performance period ended May 31, 1998. However, the Worthington Compensation Committee periodically considers whether to change the performance measures used under the incentive awards and reviews the types of measures used by other companies and other relevant information provided by its compensation consultant.

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As a result of the strong results in fiscal 2023, long-term cash performance awards and long-term performance share awards for the three-fiscal-year period ended with fiscal 2023 were paid out at 200% of target levels for both Corporate executives and steel processing executives.

Long-Term Cash Performance Awards

Worthington’s long-term cash performance awards are intended to reward executives for achieving pre-established financial goals over a three-fiscal-year period. Long-term cash performance awards may be paid in cash, common shares or any combination thereof, as determined by the Worthington Compensation Committee at the time of payment. To date, earned long-term cash performance awards have been paid in cash. If the performance criteria are met, payouts are generally made in the quarter following the end of the performance period. Nothing is paid under the long-term cash performance awards if none of the three-fiscal-year financial thresholds are met.

Long-term cash performance awards earned for the three-fiscal-year performance period ended with fiscal 2023 are described in the section of this information statement captioned “Long-Term Performance Awards — General”. The amount of the awards earned by the NEOs for this period is shown in the “Summary Compensation Table” in this information statement under the “3-year Cash Performance Award” column within “Non-Equity Incentive Plan Compensation”.

Long-term cash performance awards granted in fiscal 2023 for the three-fiscal-year performance period ending with fiscal 2025 are reported in the “Grants of Plan-Based Awards” table in this information statement.

Long-Term Performance Share Awards

Worthington’s long-term performance share awards are intended to reward executives for both achieving pre-established financial goals over the three-fiscal-year period and increasing the common share price. The long-term performance share awards are generally paid in common shares and the value is determined not only by the number of common shares earned, but also by the value of the common shares at the time the awards are earned and the common shares are paid out. If the performance criteria are met, payouts are generally made in the quarter following the end of the performance period. Nothing is paid under the long-term performance share awards if none of the three-fiscal-year financial threshold measures are met.

The Worthington Compensation Committee has at times also made supplemental grants of long-term performance share awards (“Pro-Rated Awards”) to select executives in recognition of their exceptional performance, promotion and/or increase in responsibility. The terms of Pro-Rated Awards are identical to the terms of the long-term performance share awards held by the recipient at the time the Pro-Rated Awards are granted, except that the number of common shares that may be earned by the recipient under the Pro-Rated Awards is set by the Worthington Compensation Committee based on the incremental number of attainable common shares that would have been awarded had the exceptional performance, promotion and/or increase in responsibility occurred at the grant date of the then-outstanding long-term performance share awards, prorated for the number of months remaining in each performance period.

Long-term performance share awards earned for the three-fiscal-year performance period ended with fiscal 2023, are described above in the section captioned “Long-Term Performance Awards — General”. The long-term performance share awards earned were paid in common shares.

Long-term performance share awards granted in fiscal 2023 for the three-fiscal-year performance period ending with fiscal 2025 are reported in the “Grants of Plan-Based Awards” table in this information statement. An explanation of the calculation of the compensation expense relative to those awards is set forth in the “Equity-Based Long-Term Incentive Compensation Accounting” section in this Compensation Discussion and Analysis. If the performance criteria are met, the long-term performance shares earned would generally be issued in the quarter following the end of the performance period.

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Long-Term Performance Awards – Impact of Termination/Change in Control

Termination of employment results in forfeiture of long-term cash performance awards and long-term performance share awards, except if termination is due to death, disability or retirement, a pro rata payout will be made for performance periods ending 24 months or less after termination of employment based on the number of months of employment completed by the participant during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made for performance periods ending more than 24 months after termination of employment. Unless the Worthington Compensation Committee specifically provides otherwise at the time of grant, if a change in control occurs, followed by termination of employment, all long-term cash performance awards and long-term performance share awards would be payable in full at the target level, and immediately settled or distributed.

Annual Time-Vested Restricted Common Share Awards

At the beginning of each fiscal year, the Worthington Compensation Committee grants annual time-vested restricted common share awards to executives and certain other key employees, which cliff vest on the third anniversary of the grant date. On June 24, 2022, the Worthington Compensation Committee made a time-vested restricted common share award to each NEO. Time-vested restricted common share awards are intended to reward and incent executives by directly aligning the interests of management with the interests of shareholders. The vesting provision of the time-vested restricted common shares also serves as a management retention incentive. For further details with respect to the time-vested restricted common share awards granted to the NEOs in fiscal 2023, see the “Stock Awards” column of the “Summary Compensation Table” in this information statement.

Time-vested restricted common share awards to the NEOs in fiscal 2023 are also detailed in the “Grants of Plan-Based Awards” table in this information statement. For purposes of the “Grants of Plan-Based Awards” table, time-vested restricted common share awards are valued based on grant date fair value and calculated in accordance with ASC 718. This value for time-vested restricted common share awards is also reported in the “Stock Awards” column of the “Summary Compensation Table” in this information statement.

Termination of employment before the end of the three-year vesting period results in the forfeiture of time-vested restricted common share awards, except that the award will vest (1) in full if the NEO dies or becomes permanently disabled and (2) ratably if the NEO retires (based on the number of full months in the vesting period that have passed prior to retirement), unless the Worthington Compensation Committee provides for the vesting of some or all of the time-vested restricted common share award upon retirement. If a change in control occurs and the NEO’s employment is, during the two years following the change in control, terminated by Worthington without cause or terminated by the NEO due to an adverse change in the executive’s terms of employment, the time-vested restricted common share awards will fully vest upon termination of employment. Dividends accrued on time-vested restricted common share awards are distributed to the NEO in conjunction with vesting of the award.

Special Performance-Based/Time-Vested Restricted Common Share Awards

The Worthington Compensation Committee has at times granted special performance-based/time-vested restricted common share awards to select executives, with vesting tied to the price of the common shares attaining certain levels for a 90 consecutive calendar day period during the term of the award. These awards are viewed as particularly appropriate as they are earned by top management only when the common share price increases significantly and, thus, Worthington’s shareholders are also significantly benefited. While these awards do require a significant increase in the price of the common shares from the price on the grant date in order to vest, the Worthington Compensation Committee believes that the common share price targets for these awards are reasonable targets which can be met with steady consistent growth in Worthington’s performance without the need for any undue risk-taking. The time-based vesting requirements mitigate the incentive for risky behavior intended to drive only a short-term common share price increase, and instead encourage activity that would lead to steady increases in financial results and a common share price which can be maintained.

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In fiscal 2021, the Worthington Compensation Committee made special awards, effective June 25, 2020, of 25,000 performance-based/time-vested restricted common shares to Mr. Gilmore and 10,000 performance-based/time vested restricted common shares to Mr. Klingler. The term of these performance-based/time-vested restricted common share awards is five years and the restricted common shares will vest if and only when both of the following conditions are met: (a) the closing price of the common shares averages $65.00 per share for any 90 consecutive calendar day period during the five-year term (i.e., the performance-based vesting condition); and (b) the NEO has remained continuously employed by Worthington through June 25, 2023, or if later, the date the performance-based vesting condition is met (i.e., the time-based vesting condition). These awards vested on June 25, 2023.

Termination of employment before the end of the five-year term would have resulted in the forfeiture of the performance-based/time-vested restricted common share awards granted to Mr. Gilmore and Mr. Klingler, except that the award would have vested (1) in full if the NEO’s employment was terminated by Worthington without cause after the performance-based vesting condition had been met but before the time-based vesting condition had been met and (2) in full if the NEO died or became disabled after the performance-based vesting condition had been met but before the time-based vesting condition had been met. The Worthington Compensation Committee may also have elected to accelerate the vesting of some or all of the performance-based/time-vested restricted common share award if the NEO died or became disabled before the satisfaction of the performance-based vesting condition. If a change in control had occurred and the NEO’s employment was, during the two years following the change in control (but before the end of the five-year term of the award), terminated by Worthington without cause or terminated by the NEO due to an adverse change in the executive’s terms of employment, the performance-based/time-vested restricted common share awards would have fully vest upon termination of employment.

The Worthington Compensation Committee believes this type of special performance-based/time-vested restricted common share awards has served as a strong retention mechanism that provides a unique incentive to identified leaders to further enhance Worthington’s success, and directly ties their compensation to Worthington’s first corporate goal of increasing the value of Worthington’s shareholders’ investment.

Treatment of Outstanding Equity Compensation Awards held by NEOs

The treatment of outstanding equity compensation awards held by NEOs in connection with our separation from Worthington will be governed by the employee matters agreement we will enter into with New Worthington. See “Certain Relationships and Related Party Transactions—Agreements with New Worthington—Employee Matters Agreement—Incentive Award Adjustments” for information related to the treatment of outstanding equity awards.

Deferred Profit Sharing Plan

The NEOs participate in the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “DPSP”), together with most of Worthington’s other full-time, non-union employees. The DPSP is a 401(k) plan and is Worthington’s primary retirement plan. Contributions made by Worthington to participants’ accounts under the DPSP are generally based on 3% of eligible compensation which includes base salary, profit sharing, bonus and annual cash incentive bonus payments, overtime and commissions, up to the maximum limit set by the Internal Revenue Service (“IRS”) from year to year ($330,000 for calendar 2023). In addition, the NEOs and other participants in the DPSP may elect to make voluntary contributions up to prescribed IRS limits. These voluntary contributions are generally matched by Worthington’s contribution of 50% of the first 4% of eligible compensation contributed by the participant. Distributions under the DPSP are generally deferred until retirement, death or total and permanent disability.

Going forward, we intend to establish a defined contribution 401(k) with similar terms.

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Non-Qualified Deferred Compensation

The NEOs and certain other highly-compensated employees are eligible to participate in the Worthington Industries, Inc. Amended and Restated 2005 Non-Qualified Deferred Compensation Plan (as amended, the “2005 NQ Plan”). The 2005 NQ Plan is a voluntary, non-tax-qualified, unfunded deferred compensation plan available only to select highly-compensated employees for the purpose of providing deferred compensation, and thus potential tax benefits, to these employees.

Under the 2005 NQ Plan, Worthington executives may defer the payment of up to 50% of their base salary and up to 100% of their bonus and/or annual cash incentive bonus awards. Amounts deferred are credited to the participants’ bookkeeping accounts under the 2005 NQ Plan at the time the base salary and/or bonus/annual cash incentive bonus awards would have otherwise been paid. In addition, Worthington may make discretionary employer contributions to the participants’ bookkeeping accounts in the 2005 NQ Plan. In recent years, Worthington has made employer contributions in order to provide the same percentage of retirement-related deferred compensation to executives compared to other employees that would have been made but for the IRS limits on annual compensation that may be considered under the DPSP. For the 2022, 2021 and 2020 calendar years, Worthington made contributions to the 2005 NQ Plan for participants equal to (i) 3% of an executive’s annual compensation (base salary plus bonus/annual cash incentive bonus award) in excess of the IRS maximum; and (ii) a matching contribution of 50% of the first 4% of annual compensation contributed by the executive to the DPSP to the extent not matched by Worthington under the DPSP. Participants in the 2005 NQ Plan may elect to have their bookkeeping accounts treated as invested (a) with a rate of return reflecting: (i) the returns on those investment options available under the DPSP; or (ii) a fixed interest rate set annually by the Worthington Compensation Committee (2.36% for fiscal 2023), or (b) in theoretical common shares reflecting increases or decreases in the fair market value of the common shares with dividends deemed reinvested. Any portion of a participant’s bookkeeping account credited to theoretical common shares must remain credited to theoretical common shares until distributed. Otherwise, participants in the 2005 NQ Plan may change the investment options for their bookkeeping accounts as of the time permitted under the DPSP for the same or a similar investment option.

Participants’ bookkeeping accounts in the 2005 NQ Plan are fully vested. Payouts of amounts credited to theoretical common shares are made in whole common shares and cash in lieu of fractional shares. Payouts of amounts credited to all other investment options are made in cash. Payments will be made as of a specified date selected by the participant or, subject to the timing requirements of Section 409A of the Internal Revenue Code, when the participant is no longer employed by Worthington. Payments are made either in a lump sum or in installments, all as chosen by the participant at the time the deferral is elected. The Worthington Compensation Committee may permit hardship withdrawals from a participant’s account under defined guidelines.

Going forward, we intend to establish a nonqualified deferred compensation plan with similar terms. Benefits under the 2005 NQ Plan for Worthington Steel employees will transfer to our new nonqualified deferred compensation plan.

Perquisites

Worthington makes a club membership available to certain executives, including Mr. Gilmore and Mr. Klingler. For security and safety reasons, certain NEOs may occasionally use Worthington’s airplanes for personal travel. In such cases, the NEOs who use Worthington’s airplanes for personal travel are charged an amount equal to the standard industry fare level, or SIFL rate, set forth in the regulations promulgated by the United States Department of the Treasury, which is generally less than Worthington’s incremental costs.

Other Benefits

Worthington provides employees, including the NEOs, with a variety of other employee welfare benefits including medical benefits, disability benefits, life insurance, and accidental death and dismemberment

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insurance, which are generally provided to all full-time, non-union employees. Worthington also provides select executives, including the NEOs, with life insurance and disability insurance benefits which are generally not provided to other employees, and for which Worthington pay the full amount of the applicable premiums.

Termination and Change in Control Arrangements

Worthington is not a party to any employment agreement or severance agreement with an NEO.

However, the Worthington Compensation Committee recognizes the importance to Worthington and Worthington’s shareholders of avoiding the distraction and loss of key executives that may occur in connection with any rumored, threatened or actual change in control. To that end, the Worthington Compensation Committee believes that providing reasonable change in control benefits to Worthington’s NEOs protects shareholder interests by enhancing executive focus during rumored, threatened or actual change in control activity through incentives to remain with Worthington despite uncertainties while a transaction is under consideration or pending and assurance of benefits in the event of termination of employment in connection with a change in control. To reduce the potential distraction due to personal uncertainties and risks that inevitably arise when a change in control is rumored, threatened or pending, the NEOs are entitled to change in control benefits in connection with incentive compensation awards. The benefits under the incentive compensation awards are subject to a “double trigger” that provides for accelerated vesting of incentive compensation awards in connection with a change in control only if the employment of the NEO is terminated within two years following the change in control.

The Worthington Compensation Committee believes that these change in control provisions are appropriate, particularly because Worthington has no employment agreements or other stand-alone change in control agreements relative to the NEOs or other executives. The payments that an NEO would be entitled to receive upon termination or a change in control are not considered by the Worthington Compensation Committee when making annual compensation decisions for the NEOs and do not factor into decisions made by the Worthington Compensation Committee regarding other compensation elements.

The separation will not constitute a change in control for purposes of the NEOs outstanding incentive compensation awards. For additional information regarding the termination and change in control arrangements with the NEOs, see the section of this information statement captioned “Potential Payments Upon Termination or Change in Control”.

Compensation Governance Matters

Stock Ownership Guidelines

We anticipate that our Board will adopt stock ownership guidelines requiring our directors and senior executives to own beneficially a minimum number of shares of our stock, including common stock units, to promote and increase such ownership and to further align their interests with those of our shareholders.

Anti-Hedging Policy

We anticipate that our Board will adopt a policy prohibiting our directors, officers (including the NEOs) and other key employees from engaging in hedging transactions with respect to the common shares.

Clawback Policy

The SEC has adopted rules relating to incentive-based compensation recovery (“clawback”) policies and the NYSE has, in turn, adopted new NYSE rules that require us to adopt a written clawback policy that meets the requirements of the NYSE rules. The new clawback policy will require us to seek recovery of erroneously awarded incentive-based compensation received by our executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the

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securities laws. We anticipate adopting a clawback policy which satisfies the SEC rules and NYSE rules, with such policy becoming effective on the date of our separation from Worthington and being filed with our Annual Report on Form 10-K for fiscal 2024.

In addition, after our separation from Worthington, if we are required to restate our earnings as a result of material non-compliance with a financial reporting requirement due to misconduct, under Section 304 of the Sarbanes-Oxley Act, our CEO and CFO would be required to reimburse us for any bonus or other incentive-based or equity-based compensation received by them from us during the 12-month period following the first filing with the SEC of the financial document that embodied the financial reporting requirement required to be restated, and any profits realized from the sale of the common shares during that 12-month period, to the extent required by the Sarbanes-Oxley Act.

The same requirements for a new clawback policy and the Sarbanes-Oxley Act reimbursement obligations apply to the compensation provided by Worthington to its executives.

Equity-Based Long-Term Incentive Compensation Accounting

The accounting treatment for equity-based long-term incentive compensation is governed by ASC 718. Stock options are valued using the Black-Scholes pricing model based upon the grant date closing price per common share underlying the stock option award, the expected life of the stock option award, the risk-free interest rate, the dividend yield, and the expected volatility. Refer to “Note B – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note J – Stock-Based Compensation” in the accompanying audited combined financial statements for further information concerning the valuation of stock options and the assumptions used in that valuation.

Long-term performance share awards payable in common shares are initially valued using the price per common share based on the target award, and compensation expense is recorded prospectively over the performance period on a straight-line basis. This amount is then adjusted on a quarterly basis based upon an estimate of the performance level anticipated to be achieved for the performance period in light of actual and forecasted results.

Long-term cash performance awards are initially valued at the target level, and compensation expense is recorded prospectively over the performance period on a straight-line basis. This amount is then adjusted on a quarterly basis based on an estimate of the performance level anticipated to be achieved for the performance period in light of actual and forecasted results.

Restricted common shares are valued at fair value as of the date of grant and the calculated compensation expense is recognized on a straight-line basis over their respective vesting periods. For restricted common shares with only time-based vesting, fair value is generally equal to the closing price of the common shares at the respective grant date. If the vesting is subject to other conditions, such as the special performance-based/time-vested restricted common share awards, the value is generally calculated under a Monte Carlo simulation model. Refer to “Note B – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note J – Stock-Based Compensation” in the accompanying audited combined financial statements for further information concerning the valuation of restricted common shares and the assumptions used in that valuation.

Compensation Risk Analysis

As part of its responsibility to set appropriate executive compensation, the Worthington Compensation Committee annually considers balance in the compensation program and its impact on Worthington’s risk management profile. We expect that our Compensation Committee will follow a similar process following our separation from Worthington.

The Worthington Compensation Committee determined that Worthington’s executive compensation program was appropriately structured and did not encourage individuals or groups to take risks that are reasonably likely to have a material adverse effect on the Company.

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Following our separation from Worthington, our Compensation Committee will be responsible for shaping our executive compensation program and determining whether our executive compensation program is appropriately structured so as not to encourage individuals or groups to take risks that are reasonably likely to have a material adverse effect on the Company.

Section 162(m) Considerations

Section 162(m) of the Internal Revenue Code generally limits the deduction that Worthington may take for certain remuneration paid in excess of $1,000,000 to any Worthington “covered employee” in any one taxable year. Section 162(m) of the Internal Revenue Code applies to the CEO, the CFO and each of the three other most highly compensated officers of Worthington (not including the CEO and the CFO) and any person who has been the CEO, the CFO, or one of the other three most highly compensated officers in any year beginning after December 31, 2016.

As the Worthington Compensation Committee has done historically, we expect that, following the separation, our Compensation Committee will examine the best method to pay incentive compensation to our executive officers, which will include consideration of any changes to Section 162(m) of the Internal Revenue Code. In all cases, whether or not some portion of a covered employee’s compensation is tax deductible, our Compensation Committee will carefully consider the net cost and value of our compensation policies to us.

Executive Compensation Tables

The executive compensation tables that follow present historical information regarding compensation provided by Worthington to the NEOs in their respective roles as part of Worthington for fiscal 2023, fiscal 2022 and fiscal 2021. The overall historical compensation package described in the preceding Compensation Discussion and Analysis and the following executive compensation tables, and the components thereof, are not necessarily indicative of the compensation our NEOs will receive from us following our separation from Worthington. All stock-based awards presented in the following tables and narrative discussion reflect awards covering common shares of Worthington.

Summary Compensation Table

											Non-Equity Incentive Plan Compensation
											Short-Term / Long-Term
Name and Principal Position(s) Following the Separation (1)	Fiscal Year		Salary ($) (2)		Discretionary Bonus ($) (2)		Stock Awards ($) (3)		Option Awards ($) (4)		Annual Incentive Bonus Award ($) (2)		3-year Cash Performance Award ($) (5)		All Other Compensation ($) (6)		Total ($)
Geoffrey G. Gilmore		2023		656,515		0		774,713		145,693		810,176		1,026,668		99,462		3,513,227
Chief Executive Officer		2022		630,669		0		601,900		122,512		1,550,001		946,668		109,721		3,961,471
		2021		614,312		748,000		1,230,806		144,624		1,384,174		824,683		86,010		5,032,609
Timothy A. Adams		2023		256,835		0		92,780		21,281		122,706		150,000		31,022		674,623
Vice President and Chief Financial Officer		2022		246,816		0		90,285		15,808		248,131		142,875		24,000		767,915
		2021		237,969		0		88,632		17,816		217,711		129,600		16,556		708,285
Jeff R. Klingler		2023		413,808		0		420,618		78,576		399,420		520,000		78,413		1,910,834
Executive Vice President, and Chief Operating Officer		2022		378,539		0		300,950		63,232		770,000		406,399		61,398		1,980,518
		2021		346,731		350,000		1,109,792		71,264		639,975		273,565		39,089		2,830,416
Michaune D. Tillman		2023		300,172		0		92,780		21,281		195,648		142,222		38,165		790,268
Vice President and General Counsel		2022		279,888		0		90,285		15,808		362,030		101,112		25,792		874,915
		2021		188,820		0		59,088		14,672		218,696		72,615		13,799		567,690

(1) For each NEO, the principal position shown in this column reflects the principal position that such NEO will hold with the Company following our separation from Worthington. The principal positions held by each NEO with Worthington during fiscal 2023 were as follows: Mr. Gilmore - Executive Vice President and Chief Operating Officer; Mr. Adams - Vice President, Strategy and Business Development; Mr. Klingler -

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President, The Worthington Steel Company; and Ms. Tillman - General Counsel, steel processing.

(2) The amounts shown in these columns include that portion of salaries, discretionary bonuses and annual incentive bonus awards the NEOs elected to defer pursuant to the DPSP or the 2005 NQ Plan. Amounts deferred pursuant to the 2005 NQ Plan in Fiscal 2023 are separately shown in the “Non-Qualified Deferred Compensation for Fiscal 2023” table in this information statement.

(3) The amounts shown in this column include the aggregate grant date fair values of: (i) the long-term performance share awards granted to the NEOs under the 1997 LTIP in fiscal 2023, fiscal 2022 and fiscal 2021; (ii) the time-vested restricted common share awards granted to the NEOs in fiscal 2023, fiscal 2022 and fiscal 2021; and (iii) the performance-based/time-vested restricted common share awards granted to Mr. Gilmore and to Mr. Klingler in fiscal 2021. The following table shows separately the aggregate grant date fair values of these awards.

	Fiscal 2023		Fiscal 2022		Fiscal 2021
Geoffrey G. Gilmore
Long-term performance share award (a)	$	334,008	$	240,760	$	280,668
Time-vested restricted common share award (b)	$	440,705	$	361,140	$	428,388
Special performance-based/time-vested restricted common share award (c)	$	0	$	0	$	521,750
Timothy A. Adams
Long-term performance share award (a)	$	37,112	$	36,114	$	36,930
Time-vested restricted common share award (b)	$	55,668	$	54,171	$	51,702
Jeff R. Klingler
Long-term performance share award (a)	$	184,029	$	120,380	$	140,334
Time-vested restricted common share award (b)	$	236,589	$	180,570	$	206,808
Special performance-based/time-vested restricted common share award (c)	$	0	$	0	$	208,700
Time-vested restricted common share award (d)	$	0	$	0	$	553,950
Michaune D. Tillman
Long-term performance share award (a)	$	37,112	$	36,114	$	22,158
Time-vested restricted common share award (b)	$	55,668	$	54,171	$	36,930

(a) The amounts for the long-term performance share awards are computed in accordance with ASC 718 as of the date the long-term performance share awards were granted. These grant date fair values were calculated based upon the “target” award, which reflects the probable outcome of the applicable performance conditions, and the closing price of the common shares on the date of the grant, which was: $46.39 for the fiscal 2023 awards; $60.19 for the fiscal 2022 awards; and $36.93 for the fiscal 2021 awards. The aggregate grant date fair values included for the long-term performance share awards would have been (i) double the amounts shown above for each fiscal year if the “maximum” award had been used instead of the “target” award and (ii) half of the amounts shown above for each fiscal year if the “threshold” award had been used. The performance measures associated with the long-term performance share awards are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Long-Term Performance Awards — General” in this information statement. The “Grants of Plan-Based Awards” table in this information statement provides information on the long-term performance share awards granted in fiscal 2023.

(b) The amounts for the time-vested restricted common share awards are computed in accordance with ASC 718 as of the date the awards were granted. These amounts were calculated by multiplying the number of restricted common shares granted by the closing price of the common shares on the date of the grant, which was: $46.39 for fiscal 2023; $60.19 for fiscal 2022; and $36.93 for fiscal 2021. The time-vested restricted common share awards are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Annual Time-Vested Restricted Common Share Awards” in this information statement. The “Grants of Plan-Based Awards” table in this information statement provides information on the time-vested restricted common share awards granted in fiscal 2023.

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(c) Messrs. Gilmore and Klingler each received a performance-based/time-vested restricted common share award covering 25,000 and 10,000 restricted common shares, respectively, effective June 25, 2020 (fiscal 2021), each of which vested on June 25, 2023. The grant date fair value was $20.87 per common share, determined using the Monte Carlo simulation model. The terms of these awards are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Special Performance-Based/Time-Vested Restricted Common Share Awards” in this information statement.

(d) Mr. Klingler received this time-vested restricted common share award for 15,000 restricted common shares effective June 25, 2020 (fiscal 2021). The terms of this award are otherwise substantially the same as those of the time-vested restricted common share awards described in footnote (b) above. The amount shown was calculated as described in footnote (b).

(4) The amounts shown in this column represent the aggregate grant date fair values of the stock option awards granted to the NEOs in fiscal 2023 ($16.37 per common share), fiscal 2022 ($19.76 per common share) and fiscal 2021 ($10.48 per common share), computed in accordance with ASC 718. The amounts shown in this column exclude the impact of estimated forfeitures, as required by applicable SEC rules. Refer to “Note B – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note J – Stock-Based Compensation” in the accompanying audited combined financial statements for the assumptions used and additional information regarding the stock options The “Grants of Plan-Based Awards” table in this information statement provides further information on stock option awards granted in fiscal 2023.

(5) The amounts shown in this column reflect the long-term cash performance awards earned by the NEOs for the three-fiscal-year performance periods ended with fiscal 2023, fiscal 2022 and fiscal 2021.

(6) The following table describes each component of the “All Other Compensation” column for fiscal 2023:

Name	Company Contributions under DPSP (401(k) Plan) ($) (a)		Company Contributions under 2005 NQ Plan ($) (b)		Group Term Life and Disability Insurance Premiums Paid ($) (c)		Perquisites ($) (d)
Geoffrey G. Gilmore		15,769		64,020		6,832		12,840
Timothy A. Adams		15,441		9,735		5,846		0
Jeff R. Klingler		15,634		43,106		6,833		12,840
Michaune D. Tillman		15,337		17,519		5,309		0

(a) The amounts in this column represent Worthington’s contributions and matching contributions made under the DPSP which are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Deferred Profit Sharing Plan” in this information statement.

(b) The amounts in this column represent Worthington’s contributions and matching contributions made under the 2005 NQ Plan to the bookkeeping accounts of the NEOs. See the “Non-Qualified Deferred Compensation” table in this information statement for more information concerning the contributions made by Worthington under the 2005 NQ Plan for fiscal 2023.

(c) The amounts in this column represent the dollar value of the group term life insurance and disability insurance premiums paid by Worthington on behalf of the NEOs.

(d) Perquisites generally include dues and similar fees paid by Worthington’s for club memberships used by the NEOs for both business and personal use. Such membership dues and similar fees amounted to $12,840 for Messrs. Gilmore and Klingler.

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Grants of Plan-Based Awards

The following table provides information about the equity and non-equity awards granted to the NEOs in fiscal 2023:

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards (4)						All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Common Shares Underlying Options (5)		Exercise or Base Price of Option Awards ($/Share)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Compensation Committee Approval Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (# of Common Shares)		Target (# of Common Shares)		Maximum (# of Common Shares)
Geoffrey G. Gilmore	6/1/2022		6/21/2022	(1)		405,900		811,800		1,623,600
	6/24/2022		6/21/2022	(2)		280,000		560,000		1,120,000
	6/24/2022		6/21/2022									3,600		7,200		14,400								334,008
	6/24/2022		6/21/2022																	8,900		16.37		145,693
	6/24/2022		6/21/2022	(3)														9,500						440,705
Timothy A. Adams	6/1/2022		6/21/2022	(1)		64,514		129,028		258,056
	6/24/2022		6/21/2022	(2)		37,500		75,000		150,000
	6/24/2022		6/21/2022									400		800		1,600								37,112
	6/24/2022		6/21/2022																	1,300		16.37		21,281
	6/24/2022		6/21/2022	(3)														1,200						55,668
Jeff R. Klingler	6/1/2022		6/21/2022	(1)		210,000		420,000		840,000
	6/24/2022		6/21/2022	(2)		150,000		300,000		600,000
	6/24/2022		6/21/2022									1,984		3,967		7,934								184,029
	6/24/2022		6/21/2022																	4,800		16.37		78,576
	6/24/2022		6/21/2022	(3)														5,100						236,589
Michaune D. Tillman	6/1/2022		6/21/2022	(1)		98,020		196,040		392,080
	6/24/2022		6/21/2022	(2)		37,500		75,000		150,000
	6/24/2022		6/21/2022									400		800		1,600								37,112
	6/24/2022		6/21/2022																	1,300		16.37		21,281
	6/24/2022		6/21/2022	(3)														1,200						55,668

(1) These rows show the potential payouts which could have been earned under annual cash incentive bonus awards granted under the Annual Incentive Plan, based on achievement of specified levels of performance for fiscal 2023. The types of performance measured and the weighting of those measurements are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Incentive Bonus Compensation” in this information statement. For fiscal 2023, the NEOs earned the amounts shown in the “2023” rows of the “Annual Incentive Bonus Award” column of the “Summary Compensation Table” in this information statement.

(2) These rows show the potential payouts under long-term cash performance awards granted to the NEOs under the 1997 LTIP for the three-fiscal-year performance period from June 1, 2022 to May 31, 2025. The types of performance measured and the weighting of those measurements are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Long-Term Performance Awards — General” in this information statement. For further information on the terms of the long-term cash performance awards, see the discussion in the sections captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Long-Term Performance Awards — General”, “— Long-Term Cash Performance Awards”, and “— Long-Term Performance Awards — Impact of Termination/Change in Control” in this information statement. For additional information about the effect of termination or a change in control, also see the discussion in the section captioned “Executive Compensation – Compensation Discussion and Analysis — Termination and Change in Control Arrangements” and “Executive Compensation — Potential Payments Upon Termination or Change in Control” in this information statement.

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(3) These rows show the number of time-vested restricted common shares awarded effective June 24, 2022 under the 1997 LTIP, which will generally cliff vest three years after the grant date. The restricted common shares granted to the NEOs are held in escrow by Worthington and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. Each holder of a restricted common share award may exercise any voting rights associated with the restricted common shares during the restriction period. In addition, any dividends or distributions paid with respect to the common shares underlying the restricted common shares will be held by Worthington in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted common shares with respect to which they were paid.

These time-vested restricted common share awards are generally forfeited in the event of termination of an NEO’s employment before vesting, except that (i) the restricted common shares will fully vest if the NEO dies or becomes totally disabled, (ii) a pro-rated portion of the restricted common shares will vest upon the NEO’s retirement, and (iii) the Worthington Compensation Committee, in its discretion, may elect to vest all or a portion of the restricted common shares upon the NEO’s retirement. For information on the effect of termination or a change in control, see the discussion in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Termination and Change in Control Arrangements” and “Executive Compensation — Potential Payments Upon Termination or Change in Control” in this information statement.

The grant date fair value for the annual time-vested restricted common share awards, computed in accordance with ASC 718, was calculated by multiplying the number of restricted common shares granted by the $46.39 closing price of the common shares on the grant date. See “Note B – Summary of Significant Accounting Policies – Stock-Based Compensation” and “Note J – Stock-Based Compensation” in the accompanying audited combined financial statements for the assumptions used and additional information regarding the stock options for additional information regarding the awards.

(4) These columns show the potential payouts under long-term performance share awards granted to the NEOs under the 1997 LTIP for the three-fiscal-year performance period from June 1, 2022 to May 31, 2025. The types of performance measured and the weighting of those measurements are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Long-Term Performance Awards — General” in this information statement. For further information on the terms of the long-term performance share awards, including those applicable to termination or a change in control, see the discussion in the sections captioned “Executive Compensation — Compensation Discussion and Analysis — Termination and Change in Control Arrangements”, — Long-Term Performance Awards — General”, “— Long-Term Performance Share Awards” and “— Long-Term Performance Awards — Impact of Termination/Change in Control” and “Executive Compensation — Potential Payments Upon Termination or Change in Control” in this information statement. The grant date fair value for the long-term performance share awards, computed in accordance with ASC 718, was calculated based upon the “target” award, which reflects the probable outcome of performance conditions, and the $46.39 closing price of the common shares on the date of grant.

(5) These stock options were granted as of June 24, 2022 under the 2010 Stock Option Plan with an exercise price equal to the fair market value of the underlying common shares on the date of grant. The stock options become exercisable in increments of one-third per year on each of the first through third anniversaries of their grant date. For further information on the terms of the stock options, see the discussion in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Stock Options” in this information statement. For information on the effect of a termination or change in control, see the discussion in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Termination and Change in Control Arrangements” and “Executive Compensation – Potential Payments Upon Termination or Change in Control” in this information statement. The grant date fair value of the option awards was $16.37 per share, computed in accordance with ASC 718. Generally, the grant date fair value of the stock options is the aggregate amount Worthington would include as a compensation expense in its consolidated financial statements over each award’s three-year vesting schedule. See “Note B — Summary of Significant Accounting Policies — Stock-Based Compensation” and “Note J — Stock-Based Compensation” in the accompanying audited combined

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financial statements for the method (Black-Scholes) used in calculating the fair value of the stock option awards and additional information regarding the stock option awards.

Outstanding Equity Awards at Fiscal 2023 Year-End

The following table summarizes the outstanding stock option awards, restricted common share awards and long-term performance share awards held by the NEOs as of May 31, 2023. For additional information about these equity awards, see the discussion in the sections captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Stock Options”, “— Long-Term Performance Awards – General”, “— Long-Term Performance Share Awards”, “— Annual Restricted Common Share Awards to Executives” and “— Special Performance-Based/Time-Vested Restricted Common Share Awards” in this information statement.

	Option Awards (1)									Stock Awards
Name	No. of Common Shares Underlying Unexercised Options (#) Exercisable		No. of Common Shares Underlying Unexercised Options (#) Unexercisable			Option Exercise Price		Option Expiration Date		No. of Shares or Units of Stock that Have Not Vested (#) (2)			Market Value of Shares or Units of Stock That Have Not Vested ($) (3)		Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Performance Period Ending Date
Geoffrey G. Gilmore		3,333				$	38.91		6/27/2029
		9,200		4,600	(5)	$	36.93		6/25/2030
		2,067		4,133	(6)	$	60.19		6/25/2031
				8,900	(7)	$	46.39		6/24/2032
											11,600	(8)		651,108
											6,000	(9)		336,780
											9,500	(10)		533,235
																50,000	(11)		2,806,500		9/26/2023
											30,000	(12)		1,683,900
											25,000	(13)		1,403,250
																4,400			248,972		5/31/2024
																7,200			404,136		5/31/2025
Timothy A. Adams		733				$	42.30		6/30/2026
		900				$	47.76		6/29/2027
		900				$	42.91		6/28/2028
		1,300				$	38.91		6/27/2029
		1,134		566	(5)	$	36.93		6/25/2030
		267		533	(6)	$	60.19		6/25/2031
				1,300	(7)	$	46.39		6/24/2032
											1,400	(8)		78,582
											900	(9)		50,517
											1,200	(10)		67,356
																600			33,678		5/31/2024
																800			44,904		5/31/2024
Jeff R. Klingler		300				$	42.91		6/28/2028
		2,533				$	38.91		6/27/2029
		4,534		2,266	(5)	$	36.93		6/25/2030
		1,067		2,133	(6)	$	60.19		6/35/2031
				4,800	(7)	$	46.30		6/24/2032
											5,600	(8)		314,328
											15,000	(8)		841,950
											10,000	(13)		561,300
											3,000	(9)		168,390
											5,100	(10)		286,263
																2,667			149,669		5/31/2024
																3,967			222,668		5/31/2025
Michaune D. Tillman		1,000				$	30.92		6/26/2025
		800				$	42.30		6/30/2026
		700				$	47.76		6/29/2027
		700				$	42.91		6/28/2028
		1,200				$	38.91		6/27/2029
		934		466	(5)	$	36.93		6/25/2030
		267		533	(6)	$	60.19		6/25/2031
				1,300	(7)	$	46.39		6/24/2032
											1,000	(8)		56,130
											900	(9)		50,517
											1,500	(14)		84,195
											1,200	(10)		67,356
																600			33,678		5/31/2024
																800			44.904		5/31/2025

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(1) All stock options outstanding as of May 31, 2023 were granted under the 2010 Stock Option Plan with exercise prices equal to the fair market value of the underlying common shares on the date of grant. All unvested stock options become exercisable in increments of one-third per year for the first three anniversaries of the grant date, subject to continued employment of the NEO through the applicable vesting date and the terms of each stock option award. See the discussion in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Stock Options” in this information statement. The dates listed for vesting of the stock options in footnotes (5), (6) and (7) below are subject to continued employment of the NEO through the applicable vesting date and the terms of the applicable stock option awards.

(2) The restricted common shares granted to the NEOs are held in escrow by Worthington prior to vesting and lapse of restrictions and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. Each holder of restricted common shares may exercise any voting rights associated with the restricted common shares during the restriction period. In addition, any dividends or distributions paid with respect to the common shares underlying the restricted common shares will be held by Worthington in escrow during the restriction period and, at the end of the restriction period, will be distributed or forfeited in the same manner as the restricted common shares with respect to which they were paid. For further information concerning the terms of the restricted common shares granted to the NEOs, please see the discussion in the sections captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Annual Restricted Common Share Awards to Executives”, “— Special Performance-Based/Time-Vested Restricted Common Share Awards” and “— Grants of Plan-Based Awards” in this information statement.

(3) Each market value shown in this column is calculated by multiplying the number of restricted common shares by the $56.13 closing price of the common shares on May 31, 2023, the last business day of fiscal 2023, without any discount for restrictions.

(4) The amounts shown in this column assume that the long-term performance share awards granted for each of the three-fiscal-year periods ending with fiscal 2024 and fiscal 2025 will be earned at the “target” amount based upon achieving those specified performance levels and multiplying such amount by the $56.13 closing price of the common shares on May 31, 2023, the last business day of fiscal 2023. See the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns of the “Grants of Plan-Based Awards” table in this information statement for the threshold, target and maximum number of long-term performance shares that may be received for the three-fiscal-year performance period ending with fiscal 2025.

(5) Unexercisable stock options vested on June 25, 2023.

(6) Unexercisable stock options vested 50% on June 25, 2023 and will vest 50% on June 25, 2024, subject to continued employment of the NEO through the applicable vesting date and the terms of the stock option award.

(7) Unexercisable stock options vested one-third on June 24, 2023 and will vest one-third on each of June 24, 2024 and June 24, 2025, subject to continued employment through the applicable vesting date of the NEO and the terms of the stock option award.

(8) This time-vested restricted common share award was granted effective June 25, 2020 under the 1997 LTIP, and became fully vested on June 25, 2023, the third anniversary of the date of grant.

(9) This time-vested restricted common share award was granted effective June 25, 2021 under the 1997 LTIP, and will become fully vested on the third anniversary of the date of grant, subject to continued employment of the NEO through the applicable vesting date and the terms of the time-vested restricted common share award.

(10) This time-vested restricted common share award was granted effective June 24, 2022 under the 1997 LTIP, and will become fully vested on the third anniversary of the date of grant, subject to continued employment of the NEO through the applicable vesting date and the terms of the time-vested restricted common share award.

(11) Effective September 26, 2018, the NEO received this performance-based/time-vested restricted common share award which will vest if both: (a) the closing price of the common shares equals or exceeds $65.00 per share for 90 consecutive calendar days during the five-year period ending on September 26, 2023; and (b) the NEO has continuously remained our employee through September 26, 2023.

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(12) This time-vested restricted common share award was granted effective September 26, 2018 under the 1997 LTIP, and will become fully vested on September 26, 2023, subject to continued employment of the NEO through the applicable vesting date and the terms of the time-vested restricted common share award.

(13) Effective June 25, 2020, the NEO received this performance-based/time-vested restricted common share award which was to vest if both: (a) the closing price of the common shares averaged $65.00 per share for 90 consecutive calendar days during the five-year period ending on June 25, 2025; and (b) the NEO had continuously remained our employee through June 25, 2023, or, if later, the date the common share price condition was met. The performance goals were achieved and this award vested on June 25, 2023.

(14) This time-vested restricted common share award was granted effective April 27, 2022 under the 1997 LTIP, and will become fully vested on April 27, 2025, subject to continued employment of the NEO through the applicable vesting date and the terms of the time-vested restricted common share award.

Option Exercises and Stock Vested

The following table sets forth information about (i) non-qualified stock options exercised by NEOs in fiscal 2023; (ii) long-term performance share awards earned by NEOs for the three-fiscal-year period ended with fiscal 2023; and (iii) time-vested restricted common shares held by NEOs which vested in fiscal 2023:

	Option Awards Exercised				Stock Awards Vested
Name	Number of Common Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Common Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Geoffrey G. Gilmore		0		0		8,500	(2)		396,185	(2)
Timothy A. Adams		0		0		1,200	(2)		55,932	(2)
Jeff R. Klingler		0		0		3,100	(2)		144,491	(2)
Michaune D. Tillman		0		0		800	(2)		37,288	(2)
						1,250	(3)		68,988	(3)

(1) The number of common shares acquired on vesting relates to the time-vested restricted common share awards granted on June 27, 2019, which vested on June 27, 2022. The value realized on vesting represents the number of common shares vested multiplied by the closing market price of the common shares on June 27, 2022 ($46.61 per common share). The number of common shares actually received was reduced by the withholding of common shares to pay income taxes associated with the value realized upon vesting, with the net number of common shares received by each NEO as follows: 4,645 for Mr. Gilmore; 1,699 for Mr. Klingler; 797 for Mr. Adams; and 548 for Ms. Tillman.

(2) The number of common shares acquired on vesting relates to the time-vested restricted common share award granted on January 30, 2020, which vested on January 30, 2023. The value realized on vesting represents the number of common shares vested multiplied by the closing market price of the common shares on January 30, 2023 ($55.19 per common share). The number of common shares actually received by Ms. Tillman was reduced by the withholding of common shares to pay income taxes associated with the value realized upon vesting, with a net of 804 common shares received.

Non-Qualified Deferred Compensation

Worthington maintains the 2005 NQ Plan, which provides for the deferral of compensation on a basis that is not tax-qualified. The 2005 NQ Plan is intended to supplement the DPSP. For further information on the terms of the 2005 NQ Plan, see the discussion in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Non-Qualified Deferred Compensation” in this information statement.

Only select highly-compensated employees, including the NEOs, are eligible to participate in the 2005 NQ Plan. As of August 1, 2023, approximately 139 Worthington employees were eligible to participate in the 2005 NQ Plan. All of the NEOs participate in the 2005 NQ Plan.

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Under the 2005 NQ Plan, participants may defer the payment of up to 50% of their base salary and up to 100% of their bonus and/or annual cash incentive bonus awards. Deferred amounts are credited to the participants’ bookkeeping accounts under the 2005 NQ Plan at the time the base salaries and/or bonus/annual cash incentive bonus awards would have otherwise been paid. In addition, Worthington may make discretionary employer contributions to participants’ bookkeeping accounts in the 2005 NQ Plan. For the 2023, 2022 and 2021 calendar years, in order to provide the same percentage of retirement-related deferred compensation contributions to participants compared to other employees that would have been made but for the IRS limits on annual compensation that may be considered under tax-qualified plans, Worthington made contributions to participants’ bookkeeping accounts under the 2005 NQ Plan equal to (i) 3% of a participant’s annual compensation (base salary plus bonus/annual cash incentive bonus award) in excess of the IRS maximum; and (ii) a matching contribution of 50% of the first 4% of annual compensation contributed by the participant to the DPSP to the extent not matched by Worthington under the DPSP.

Participants in the 2005 NQ Plan may elect to have their bookkeeping accounts treated as invested (a) with a rate of return reflecting (i) a fixed interest rate which is set annually by the Worthington Compensation Committee (2.36% for fiscal 2023) or (ii) the returns on those investment options available under the DPSP, or (b) in theoretical common shares reflecting increases or decreases in the value of the common shares with dividends deemed reinvested. Any portion of a participant’s bookkeeping account credited to theoretical common shares must remain credited to theoretical common shares until distributed. Otherwise, participants in the 2005 NQ Plan may change the investment options for their bookkeeping accounts as of the time permitted under the DPSP for the same or a similar investment option.

Bookkeeping accounts of participants are fully vested under the 2005 NQ Plan. Theoretical common shares are paid in whole common shares and cash in lieu of fractional shares and all other amounts are paid in cash. Payouts are made as of a specified date selected by the participant or, subject to the timing requirements of Section 409A of the Internal Revenue Code, when the participant is no longer employed by Worthington. Payouts are made in a lump sum or in installments, as chosen by the participant at the time the deferral election is made. The Worthington Compensation Committee may permit hardship withdrawals from a participant’s bookkeeping account under the 2005 NQ Plan in accordance with defined guidelines.

The following table provides information concerning the participation by the NEOs in the 2005 NQ Plan for fiscal 2023:

Name	Executive Contributions in Fiscal 2023 ($) (1)		Worthington Contributions in Fiscal 2023 ($) (2)		Aggregate Earnings in Fiscal 2023 ($) (3)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at May 31, 2023 ($) (4)
Geoffrey G. Gilmore		0		64,020		109,982		0		669,276
Timothy A. Adams		0		9,735		15,601		0		541,124
Jeff R. Klingler		87,487		43,106		22,890		0		464,087
Michaune D. Tillman		69,531		17,519		10,282		0		176,933

(1) The amounts in this column reflect contributions to the 2005 NQ Plan during fiscal 2023 as a result of deferrals of base salary and/or annual cash incentive bonus awards which would otherwise have been paid to the NEOs. These amounts are also included in the “Salary” or “Annual Incentive Bonus Award” columns, respectively, for fiscal 2023 in the “Summary Compensation Table” in this information statement.

(2) These contributions are included in the “All Other Compensation” column in the “Summary Compensation Table” in this information statement.

(3) The amounts included in this column represent the aggregate earnings accrued during fiscal 2023. Since the earnings on compensation that has been deferred under the 2005 NQ Plan by the NEOs do not represent above-market earnings for purposes of the applicable SEC rules, none of the amounts included in this column have been reported in the “Summary Compensation Table” in this information statement.

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(4) The amounts included in this column represent contributions by Worthington or the NEOs and credited to the respective NEOs’ bookkeeping accounts under the 2005 NQ Plan, and earnings on the amounts credited to those accounts. The total amount of Worthington’s and the NEOs’ contributions to the 2005 NQ Plan, which are included in this column are as follows: (a) $376,773 for Mr. Gilmore, $312,752 of which was previously reported in Worthington’s Summary Compensation Table for previous years; (b) $271,323 for Mr. Adams; (c) $366,412 for Mr. Klingler; and (d) $159,443 for Ms. Tillman.

Potential Payments Upon Termination or Change in Control

This section addresses the rights of the NEOs in the event their employment with Worthington is terminated or upon a change in control (as described later in this section). The narrative discussion and tables below set forth the compensation payable to each NEO (or his or her beneficiaries, as applicable) as a result of a termination of the NEO’s employment with Worthington under various scenarios or upon a change in control. The amounts shown in the tables below are based on the assumption that the NEO’s termination and/or change in control were effective as of May 31, 2023, the final day of fiscal 2023. The closing market price of the common shares of Worthington on May 31, 2023, the final trading day of fiscal 2023, was $56.13. The actual amounts that would be payable in connection with the termination of a NEO or a change in control could only be determined at the time of the actual triggering event and may differ materially from those estimated and presented in this information statement.

Annual Cash Incentive Bonus Awards

Termination of employment before the end of the applicable annual performance period results in forfeiture of annual cash incentive bonus awards, except that if the NEO dies, becomes disabled or retires, the award will be payable based on (1) the extent to which the performance goals applicable to the award are satisfied through the end of the applicable performance period and (2) a pro rata amount determined by the number of full months in the performance period that passed prior to such termination.

Unless the Worthington Compensation Committee provides otherwise at the time of establishing the annual cash incentive bonus award, if, during the applicable annual performance period, a change in control occurs and the NEO’s employment is terminated for any reason following such change in control during the applicable performance period, then the annual cash incentive bonus award will be payable at the target level upon termination of employment.

Stock Options

Termination of employment results in the forfeiture of unvested stock options, except that the Worthington Compensation Committee may exercise its discretion to cause all or a portion of the unvested stock options to vest upon retirement, death or disability. Upon termination of employment due to retirement, death or disability, the vested portion of any outstanding stock options will remain exercisable until the earlier of the stock option’s stated expiration date or 36 months after the termination of employment.

If a change in control occurs and the NEO’s employment is, during the two years following the change in control, terminated by Worthington without cause or terminated by the NEO due to a constructive termination, the unvested portion of any outstanding stock options will vest and become exercisable upon termination of employment. Additionally, the then vested portion of any outstanding stock options will remain exercisable until the earlier of the stock option’s stated expiration date or 12 months after the termination of employment. The Worthington Compensation Committee may allow the NEO to elect, during the 60-day period following a change in control, to surrender all or a portion of any outstanding stock option in exchange for a cash payment equal to the excess of the change in control price per share over the exercise price per share.

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Long-Term Cash Performance Awards and Long-Term Performance Share Awards

Termination of employment results in forfeiture of long-term cash performance awards and long-term performance share awards, except if termination is due to death, disability or retirement, a pro rata payout will be made for performance periods ending 24 months or less after termination of employment based on the number of months of employment completed by the participant during the performance period before the effective date of termination, provided that the applicable performance goals are achieved. No payout will be made for performance periods ending more than 24 months after termination of employment.

Unless the Worthington Compensation Committee provides otherwise at the time of grant, if a change in control occurs, followed by an actual or constructive termination of employment within two years following such change in control, all long-term cash performance awards and long-term performance share awards will be payable in full at the target level and will be immediately settled or distributed.

Time-Vested Restricted Common Share Awards

Termination of employment before the end of the three-year vesting period results in the forfeiture of time-vested restricted common share awards, except that the award will vest (1) in full if the NEO dies or becomes permanently disabled and (2) ratably if the NEO retires (based on the number of full months in the vesting period that have passed prior to retirement), unless the Worthington Compensation Committee provides for the vesting of some or all of the of time-vested restricted common share awards upon retirement. Historically, the Worthington Compensation Committee generally exercised its discretion to fully vest all time-vested restricted common shares upon the death or retirement of an executive officer.

If a change in control occurs and the NEO’s employment is, during the two years following the change in control, terminated by Worthington without cause or terminated by the NEO due to a constructive termination, the time- vested restricted common share awards will fully vest upon termination of employment. Dividends accrued on time-vested restricted common share awards are distributed to the NEO in conjunction with vesting of the award.

Performance-Based/Time-Vested Restricted Common Share Awards

Termination of employment before the end of the five-year term results in the forfeiture of performance-based/time-vested restricted common share awards, except that the award will vest (1) in full if the NEO’s employment is terminated by Worthington without cause after the performance condition has been met but before the time-based vesting condition has been met and (2) in full if the NEO dies or becomes disabled after the performance condition has been met but before the time-based vesting condition had been met. The Worthington Compensation Committee may also elect to accelerate the vesting of some or all of the performance-based/time-vested restricted common share award if the NEO dies or becomes disabled before the satisfaction of the performance-based vesting condition.

If a change in control occurs and the NEO’s employment is, during the two years following the change in control (but before the end of the five-year term of the award), terminated by Worthington without cause or terminated by the NEO due to an adverse change in the executive’s terms of employment, the performance-based/time-vested restricted common share awards will fully vest upon termination of employment.

2005 NQ Plan

Upon termination of employment, each participating NEO would receive his or her aggregate balance in the 2005 NQ Plan, as is reflected in the “Aggregate Balance at May 31, 2023” column of the “Nonqualified Deferred Compensation” table in this information statement, subject to any required waiting period.

In the event of a change in control that constitutes a “change in control event” within the meaning of Section 409A of the Code, each participating NEO would receive his or her aggregate balance in the 2005 NQ

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Plan, as is reflected in the “Aggregate Balance at May 31, 2023” column of the “Nonqualified Deferred Compensation” table in this information statement, subject to any required waiting period, as of the date of the change in control. See the “Non-Qualified Deferred Compensation” table in this information statement for further information.

Change in Control Described

Under Worthington’s incentive plans, a change in control will be deemed to have occurred when any person, alone or together with such person’s affiliates or associates, has acquired or obtained the right to acquire the beneficial ownership of 25% or more of Worthington’s outstanding common shares, unless such person is: (a) Worthington; (b) any of Worthington’s employee benefit plans or a trustee of or fiduciary with respect to any such plan when acting in that capacity; or (c) any person who, on the date the applicable plan became effective, was an affiliate of Worthington’s owning in excess of 10% of Worthington’s outstanding common shares and the respective successors, executors, legal representatives, heirs and legal assigns of such person.

Potential Payments

The tables below set forth the compensation payable to each NEO (or his or her beneficiaries, as applicable) as a result of the NEO’s termination of employment with Worthington under various scenarios or upon a change in control, if such termination or change in control had occurred as of May 31, 2023, the last business day of fiscal 2023. If an NEO is terminated for cause or due to his or her voluntary resignation, Worthington has no obligation to pay any unearned compensation or to provide any future benefits to the NEO. The performance conditions had not been met for the NEOs’ performance-based/time-vested restricted common share awards that were outstanding as of May 31, 2023. Consequently, if an NEO’s employment had been terminated by Worthington without cause or due to the NEO’s death or disability, such awards would not automatically vest upon such events.

Termination Due to Death or Disability

Name	Annual Cash Incentive Bonus Awards ($)		Stock Options ($)		Long-Term Cash Performance Awards ($)		Long-Term Performance Share Awards ($)		Time- Vested Restricted Common Share Awards ($)		Performance- Based/Time- Vested Restricted Common Share Awards ($)		Aggregate Total ($)
Geoffrey G. Gilmore		810,716		175,006		729,773		369,680		3,205,023		0		5,290,198
Timothy A. Adams		122,706		23,529		62,950		128,001		196,455		0		533,641
Jeff R. Klingler		399,420		90,259		241,680		32,009		1,610,931		0		2,374,299
Michaune D. Tillman		195,648		21,609		100,900		49,050		280,650		0		647,857

Retirement

Name	Annual Cash Incentive Bonus Awards ($)		Stock Options ($)		Long-Term Cash Performance Awards ($)		Long-Term Performance Share Awards ($)		Time- Vested Restricted Common Share Awards ($) (1)		Performance- Based/Time- Vested Restricted Common Share Awards ($)		Aggregate Total ($)
Geoffrey G. Gilmore		810,716		175,006		729,773		369,680		3,205,023		0		5,290,198
Timothy A. Adams		122,706		23,529		62,950		128,001		196,455		0		533,641
Jeff R. Klingler		399,420		90,259		241,680		32,009		1,610,931		0		2,374,299
Michaune D. Tillman		195,648		21,609		100,900		49,050		280,650		0		647,857

(1) Assumes the Worthington Compensation Committee provides for full vesting of all such time-vested restricted common shares, consistent with past practice.

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Change in Control with Termination Without Cause or due to a Constructive Termination

Name	Annual Cash Incentive Bonus Awards ($)		Stock Options ($)		Long-Term Cash Performance Awards ($)		Long-Term Performance Share Awards ($)		Time- Vested Restricted Common Share Awards ($)		Performance- Based/Time- Vested Restricted Common Share Awards ($)		Aggregate Total ($)
Geoffrey G. Gilmore		810,716		175,006		729,773		369,680		3,205,023		4,209,750		9,499,948
Timothy A. Adams		122,706		23,529		62,950		128,001		196,455		0		533,641
Jeff R. Klingler		399,420		90,259		241,680		32,009		1,610,931		0		2,374,299
Michaune D. Tillman		195,648		21,609		100,900		49,050		280,650		0		647,857

Post-Separation Compensation for the NEOs

The Worthington Board and the Worthington Compensation Committee have approved the following fiscal year 2024 compensation levels for our NEOs:

• Base Salaries: Annual base salaries for Messrs. Gilmore, Klingler and Adams and Ms. Tillman of $730,000, $470,000, $290,000 and $330,000, respectively;

• Short-Term Incentive Compensation: Annual target cash incentive bonuses for Messrs. Gilmore, Klingler and Adams and Ms. Tillman of $1,022,000, $587,500, $261,000 and $247,500, respectively; and

• Long-Term Incentive Compensation: Target long-term incentive awards for Messrs. Gilmore, Klingler and Adams and Ms. Tillman of $1,752,000, $1,057,500, $551,000 and $577,500, respectively.

Employment Agreements

None of the NEOs is a party to an employment agreement with Worthington and we do not intend to enter into employment agreements with any NEO in connection with our separation from Worthington.

Worthington Steel, Inc. 2023 Long-Term Incentive Plan

At or before our separation from Worthington, we intend to adopt the Worthington Steel, Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”), under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. See “Worthington Steel 2023 Long-Term Incentive Plan” for additional information about the 2023 Plan.

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DIRECTOR COMPENSATION

The New Worthington board has approved fiscal year 2024 compensation for our non-employee directors as described below. None of our non-employee directors received any compensation for their service on the Worthington Steel board of directors prior to the date of the distribution.

For fiscal 2024, the annual cash retainer fees approved for our non-employee directors are set forth in the following table. Fees for the director’s initial term following the distribution will be prorated to reflect the amount of time between the distribution date and the date of our next annual meeting of shareholders.

Annual Retainer	$	95,000
Lead Independent Director Supplemental Annual Retainer	$	30,000
Audit Committee Chair Supplemental Annual Retainer	$	20,000
Compensation Committee Chair Supplemental Annual Retainer	$	15,000
Nominating and Governance Committee Chair Supplemental Annual Retainer	$	15,000

The New Worthington board also approved an annual equity-based award of restricted common shares for non-employee directors to be granted on the date of the distribution. The value of each award will be $140,000 (or $205,000 for our Lead Independent Director), with the actual number of restricted shares granted to be determined based upon the price of the common shares at the close of the market on the grant date, with reasonable rounding. The amount of each initial award will be prorated to reflect the amount of time between the distribution date and the estimated date of our next annual meeting of shareholders. Each of these restricted common share awards will vest on the date of our next annual meeting of shareholders following the date of grant.

Upon a business combination or change in control, all restricted common shares will become fully vested. In the event of the director’s death or total disability, all restricted common shares will also immediately become fully vested. If a non-employee director’s service on our board terminates for any other reason, unvested restricted common shares will be forfeited. During the time between the grant date and the vesting date, a non-employee director may exercise full voting rights in respect of the restricted common shares and will be credited with any dividends paid on the restricted common shares (which dividends will be paid on the restricted common shares if they vest, or forfeited if the restricted common shares are forfeited).

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WORTHINGTON STEEL 2023 LONG-TERM INCENTIVE PLAN INFORMATION

At or before our separation from Worthington, we intend to adopt the 2023 Plan, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The 2023 Plan has not been finalized. The material terms of the 2023 Plan will be described in subsequent amendments to this information statement.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Agreements with New Worthington

Following the separation, we and New Worthington will operate separately, each as an independent public reporting company. We and New Worthington will enter into a separation agreement that will effectuate the separation and distribution. We and New Worthington will also enter into a transition services agreement, a tax matters agreement, an employee matters agreement, a trademark license agreement, a WBS license agreement and a steel supply agreement. The separation agreement, transition services agreement, tax matters agreement, employee matters agreement, trademark license agreement, WBS license agreement and steel supply agreement will provide a framework for our relationship with New Worthington after the separation and provide for the allocation between Worthington Steel and New Worthington of New Worthington’s assets, liabilities and obligations attributable to periods prior to, at and after our separation from New Worthington. The following summaries of the separation agreement, the transition services agreement, the tax matters agreement, the employee matters agreement, the trademark license agreement and the WBS license agreement are qualified in their entireties by reference to the full text of the applicable agreements which have been or will be filed as exhibits to this information statement. The material terms of the steel supply agreement will be described in, and the full text of the agreement will be filed as an exhibit to, a subsequent amendment to this information statement. When used in this section, “distribution date” refers to the date on which Worthington commences distribution of our common shares to the holders of common shares of Worthington.

The Separation and Distribution Agreement

We intend to enter into a separation agreement with Worthington immediately prior to the distribution of our common shares to Worthington stockholders. The separation agreement will set forth our agreements with Worthington regarding the principal actions to be taken in connection with the separation. It will also set forth other agreements that govern certain aspects of our relationship with Worthington following the separation and distribution. This summary of the separation agreement is qualified in its entirety by reference to the full text of the agreement, which is incorporated by reference into this information statement.

Transfer of Assets and Assumption of Liabilities

The separation agreement will identify assets to be transferred, liabilities to be assumed and contracts to be allocated to each of Worthington and us as part of the internal reorganization transaction described herein, and will describe when and how these transfers, assumptions and assignments will occur, though many of the transfers, assumptions and assignments will have already occurred prior to the parties’ entering into the separation agreement. The separation agreement will provide for those transfers of assets and assumptions of liabilities that are necessary in connection with the separation so that we and Worthington retain or acquire the assets necessary to operate our respective businesses and retain or assume the liabilities allocated in accordance with the separation. The separation agreement will also provide for the settlement or extinguishment of certain liabilities and other obligations between us and Worthington. In particular, the separation agreement will provide that, subject to the terms and conditions contained in the separation agreement:

• “SteelCo Assets” (as defined in the separation agreement), including, but not limited to, the equity interests of our subsidiaries, assets reflected on our pro forma balance sheet and assets primarily (or in the case of intellectual property, business records, rights to indemnification and permits, exclusively) relating to our business, will be retained by or transferred to us or one of our subsidiaries, except as set forth in the separation agreement or one of the other agreements described below;

• “SteelCo Liabilities” (as defined in the separation agreement), including, but not limited to, the following will be retained by or transferred to us or one of our subsidiaries:

• all of the liabilities (whether or not such liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the effective time of the separation) to the extent related to, arising out of or resulting from our business;

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• all of the liabilities as of the effective time of the separation that would have resulted in such liabilities being included or reflected as liabilities or obligations of Worthington Steel or its subsidiaries on our pro forma balance sheet;

• liabilities based upon, relating to or arising from our contracts;

• liabilities based upon, relating to or arising from our intellectual property;

• liabilities based upon, relating to or arising out of our permits;

• liabilities based upon, relating to or arising out of our real property leases;

• liabilities based upon, relating to or arising out of our owned property;

• liabilities with respect to terminated, divested or discontinued businesses, assets or operations that were of such a nature that they would have been part of our business had they not been terminated, divested or discontinued;

• “Environmental Liabilities” (as defined in the separation agreement) arising at, prior to or after the effective time of the separation to the extent based upon, relating to or arising from the conduct of our business;

• liabilities arising out of claims by any third party against us to the extent relating to, arising out of or resulting from our business or our assets; and

• all assets and liabilities of Worthington will be retained by Worthington or one of its subsidiaries (other than us or one of our subsidiaries), except as set forth in the separation agreement or one of the other agreements described below and except for other limited exceptions that will result in us retaining or assuming certain other specified liabilities.

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are generally covered by the tax matters agreement.

Except as expressly set forth in the separation agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with. In general, neither we nor Worthington will make any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in this information statement with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the separation agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the separation agreement and the other agreements relating to the separation are, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Cash Distribution

Pursuant to the separation agreement, we will distribute approximately $150.0 million to Worthington in consideration of the transfer of the SteelCo Assets to us in connection with the separation. Worthington will use this cash to satisfy certain of its debt obligations and/or to make distributions to its shareholders.

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Further Assurances; Separation of Guarantees

To the extent that any transfers of assets or assumptions of liabilities contemplated by the separation agreement have not been consummated on or prior to the date of the distribution, each party will agree to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the separation agreement and other transaction agreements. Additionally, we and Worthington will use commercially reasonable efforts to remove us and our subsidiaries as a guarantor of liabilities retained by Worthington and its subsidiaries and to remove Worthington and its subsidiaries as a guarantor of liabilities to be assumed by us.

Shared Contracts and Permits

In the event any contract or permit is not a SteelCo Asset and is shared between Worthington and us, such contract or permit shall remain with Worthington, however the parties are required to take reasonable actions to cause the appropriate party to receive the benefit of the contract or permit after the separation is complete.

Release of Claims and Indemnification

Except as otherwise provided in the separation agreement or any ancillary agreement, each party will release and forever discharge the other party and its subsidiaries and affiliates from all liabilities of such party, liabilities arising from, or in connection with, the transactions and other activities to implement the separation and distribution and liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the effective time of the separation (whether or not such liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the effective time of the separation) to the extent relating to, arising out of or resulting from such party’s business, assets and liabilities. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation agreement or any ancillary agreement. These releases will be subject to certain exceptions set forth in the separation agreement.

The separation agreement will provide for cross-indemnities that, except as otherwise provided in the separation agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to us under the separation agreement with us and financial responsibility for the obligations and liabilities allocated to Worthington under the separation agreement. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its past, present and future officers, directors, employees and agents for any losses relating to, arising out of or resulting from, directly or indirectly:

• the liabilities the indemnifying party assumed or retained pursuant to the separation agreement;

• any breach by the indemnifying party of the separation agreement or any ancillary agreement (unless such other ancillary agreement expressly provides for separate indemnification therein);

• any third-party claims that the use of the indemnifying party’s intellectual property by the other party infringes the intellectual property rights of such third-party;

• any guarantee, indemnification or contribution obligation, letter of credit, bond or similar credit support commitment by the other party for the benefit of the indemnifying party; and

• any untrue statement or alleged untrue statement of material fact or omission by such indemnifying party in the Form 10, this information statement or any other disclosure document.

Each party’s aforementioned indemnification obligations will be uncapped; provided that the amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds received by the

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party being indemnified. The separation agreement will also specify procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes will be governed by the tax matters agreement.

Legal Matters

Except as otherwise set forth in the separation agreement or any ancillary agreement (or as otherwise described above), each party to the separation agreement will assume the liability for, and may elect to control, all pending, threatened and future legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such legal matters.

Insurance

Following the separation, we will be responsible for obtaining and maintaining at our own cost our own insurance coverage. Additionally, with respect to certain claims arising prior to the separation, we may seek coverage under Worthington third-party insurance policies in effect prior to the separation to the extent that coverage may be available thereunder.

No Restriction on Competition

None of the provisions of the separation agreement includes any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by either party.

No Hire and No Solicitation

Subject to customary exceptions, neither we nor Worthington will, without the consent of the other party, solicit or hire certain employees of the other party or its subsidiaries for one (1) year following the separation.

Dispute Resolution

If a dispute arises between us and Worthington under the separation agreement, the parties will first seek to settle the matter amicably by negotiation in the normal course of business at the operational level for a 30-day period. If the parties are unable to resolve the dispute in such manner, executives of the parties will negotiate to resolve such dispute for an additional 30-day period. If the parties are unable to resolve the dispute in this manner then, unless otherwise agreed by the parties and except as otherwise set forth in the separation agreement, the dispute will be resolved through binding confidential arbitration.

Term/Termination

Prior to the effective time of the separation, Worthington has the unilateral right to terminate or modify the terms of the separation agreement and related agreements. After the distribution, the term of the separation agreement is indefinite and it may only be terminated with the prior written consent of both Worthington and us.

Separation Costs

All costs with respect to the separation incurred prior to the separation will be borne and paid by Parent, except as otherwise provided by the tax matters agreement.

All costs with respect to the separation incurred after the separation will be borne and paid by us except to the extent such fees and expenses were incurred in connection with services expressly requested by and incurred to the direct benefit of Parent. In addition, we will bear responsibility for all other services provided to or for the benefit of us, whether provided before or after the separation.

Any costs or expenses incurred by a party for actions requested by the other party to vest in such party all the transferring party’s right, title and interest to the assets allocated to such party shall be borne by the requesting party.

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Treatment of Intercompany Arrangements

Except as otherwise set forth in the separation agreement, upon completion of the separation, all intercompany balances, accounts and agreements between Worthington or any subsidiary of Worthington (other than us and our subsidiaries), on the one hand, and us or any of our subsidiaries, on the other hand, will be terminated.

Other Matters Governed by the Separation Agreement

Other matters governed by the separation agreement include, among others, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Tax Matters Agreement

Prior to the distribution, we and Worthington will enter into a tax matters agreement that will govern our respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes.

In general, we will be responsible for all U.S. federal, state, local and foreign taxes that are (i) imposed with respect to tax returns that include both us and New Worthington, to the extent such taxes are attributable to us or our businesses for any tax period (or portion thereof) beginning after the distribution, (ii) imposed with respect to tax returns that include only us (other than certain domestic income tax returns relating solely to tax periods ending on or before the distribution date), (iii) that are not required to be reported on a tax return but are attributable to us or our business and (iv) imposed as a result of any audit adjustment or redetermination or otherwise as a result of any tax contest to the extent such taxes are attributable to us or our business for any tax period. Taxes incurred by Worthington or us relating to or arising out of any failure of the intended tax treatment of the separation or distribution will generally be shared equally by Worthington and us. If, however, such failure is attributable to certain acts or omissions by us, inaccuracies, misrepresentations or misstatements relating to us or events involving our stock or assets, we will generally bear such taxes. We will also generally bear fifty percent (50%) of other taxes incurred by Worthington or us relating to or arising out of the separation and distribution.

The tax matters agreement will require us to comply with the representations, covenants and agreements made to legal counsel in connection with the tax opinion Worthington expects to receive regarding the intended tax treatment of the separation and distribution. The tax matters agreement will also restrict our ability to take or fail to take any action if such action or failure to act could adversely affect the intended tax treatment. In particular, in the two years following the distribution, we may be restricted from, among other things, (i) entering into transactions pursuant to which our equity would be issued or acquired, whether by merger or otherwise, (ii) ceasing to actively conduct certain of our businesses or (iii) disposing of more than a threshold amount of assets used in our business, in each case, unless we obtain a waiver from Worthington or receive a private letter ruling from the IRS or an unqualified opinion of a nationally recognized tax advisor that such action will not cause a failure of the intended tax treatment. Notwithstanding receipt of such ruling or opinion, in the event that such action causes a failure of the intended tax treatment, we could be responsible for taxes arising therefrom.

Our obligations under the tax matters agreement are not limited in amount or subject to any cap. Further, even if we are not responsible for tax liabilities of Worthington under the tax matters agreement, we nonetheless could be liable under applicable tax law for such liabilities if Worthington were to fail to pay them. If we are required to pay any liabilities under the circumstances set forth in the tax matters agreement or pursuant to applicable tax law, the amounts may be significant.

Employee Matters Agreement

Prior to the distribution, Worthington Steel and New Worthington will enter into an employee matters agreement in connection with the separation, which will allocate liabilities and responsibilities relating to

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employment matters, employee compensation and benefits plans and programs, and other related matters. The material terms of the employee matters agreement are summarized below. This summary of the employee matters agreement is qualified in its entirety by reference to the full text of the agreement, which is incorporated by reference into this information statement.

Pursuant to the employee matters agreement, from and after the effective time, New Worthington will assume or retain all liabilities with respect to all New Worthington employees and former employees and all New Worthington compensation and employee benefit plans and arrangements, and Worthington Steel will assume or retain all liabilities with respect to all Worthington Steel employees and former employees and all Worthington Steel compensation and employee benefit plans and arrangements.

Incentive Award Adjustments. Pursuant to the employee matters agreement, New Worthington incentive awards that are outstanding immediately prior to the distribution will be treated as follows in connection with the distribution. The number of shares subject to (and in the case of stock options, the exercise price of) each award will be adjusted in a manner intended to preserve the intrinsic value of each award immediately prior to the distribution.

• Stock Options. Effective as of the distribution, each outstanding stock option covering shares of New Worthington that is held by (i) a current or former employee of Worthington Steel or (ii) by a current or former employee or other service provider of New Worthington, in each case, will be converted into an option denominated in common shares of the entity to which such individual provides (or would have provided, but for such individual’s termination of service) services immediately following the separation.

• Restricted Stock. Effective as of the distribution, each New Worthington restricted stock award and that is held by an employee or non-employee director of New Worthington will be converted into a restricted stock award covering New Worthington shares and each New Worthington restricted stock award that is held by an employee, non-employee director (excluding any non-employee director who will also serve on the board of New Worthington immediately following the effective time of the separation) or independent contractor of Worthington Steel will be converted into a restricted stock award covering Worthington Steel shares.

• Performance Awards. Effective as of the distribution:

• Each performance award with a performance period ending on May 31, 2024 or May 31, 2025 that is held by (i) a New Worthington employee or (ii) a Worthington Steel employee, who is, or who would be prior to the end of the applicable performance period, retirement eligible will be converted into an award covering (x) a number of shares of the holder’s post-distribution employer and (y) an amount in cash, in each case determined as of immediately prior to the effective time of the separation based on actual achievement, as of the day immediately prior to the distribution, of adjusted performance metrics, and will vest in full as of immediately prior to the effective time and be paid or settled by the holder’s post-distribution employer no later than March 15 of the year following the year in which such vesting date occurs.

• Each performance award with a performance period ending on May 31, 2024 or May 31, 2025 that is held by (i) a New Worthington employee or (ii) a Worthington Steel employee who is not, and will not prior to the end of the applicable performance period be, retirement eligible will be converted into an award covering (x) a number of shares of the holder’s post-distribution employer and (y) an amount in cash, in each case based on actual achievement, as of the day immediately prior to the distribution date, of adjusted performance metrics and shall continue to be subject to vesting based on the applicable holder’s continued service with his or her post-distribution employer.

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• Each performance award with a performance period ending on May 31, 2026 that is held by (i) a New Worthington employee or (ii) a Worthington Steel employee, will be converted into an award covering cash and shares of the holder’s post-distribution employer and will continue to be subject to the same terms and conditions following the effective time as applied to such award prior to the effective time of the separation, subject to adjustment to the applicable performance goals and/or performance calculation methodology in order to reflect the separation.

Cash Incentive Programs. Prior to or as soon as reasonably practicable following the distribution date, Worthington Steel will adopt programs providing cash incentives, commissions, annual performance bonuses, or similar cash payments that are substantially similar to those maintained by New Worthington immediately prior to the distribution date. In connection with the distribution, Worthington Steel will assume responsibility for cash incentive payments to its current and former employees that are earned prior to the distribution date under the current New Worthington programs.

Retirement, Health and Welfare Plans. In connection with the distribution, Worthington Steel employees will cease to participate in New Worthington’s 401(k) and health and welfare plans, and Worthington Steel will establish 401(k) and health and welfare plans that are substantially similar to New Worthington’s 401(k) and health and welfare plans for the benefit of Worthington Steel employees.

Non-Qualified Deferred Compensation Plans. In connection with the distribution, Worthington Steel employees and Worthington Steel directors who cease to serve on the New Worthington board will cease to participate in the New Worthington non-qualified deferred compensation plans, and Worthington Steel will establish deferred compensation plans for the benefit of such Worthington Steel employees and directors. The account balances of such Worthington Steel employees and directors that are not paid in connection with the separation will be transferred from the New Worthington non-qualified deferred compensation plans to the Worthington Steel non-qualified deferred compensation plans.

Transition Services Agreement

We and New Worthington will enter into a transition services agreement that will be effective upon the distribution, pursuant to which New Worthington and its subsidiaries and we and our subsidiaries will provide to each other various services on a transitional basis. The transition services will include various services and functions, many of which currently use a shared technology platform, including human resources, payroll and certain information technology services. The charges for the transition services are generally expected to allow the providing company to fully recover all internal and external costs and expenses it actually incurs in connection with providing the service (including a reasonable allocation of overhead) and are based on pass-through billing, percent of use billing or fixed fee monthly billing.

The transition services will be provided in the manner and at a level substantially consistent with that provided by the respective providing company in the 12-month period preceding the distribution date. The term for each of the transition services to be provided under the agreement will be set forth in the service schedules, and it is anticipated that all of the services will expire within 18 months following the distribution date. The transition services will also be terminable by the service provider in the event of an uncured payment default by the service recipient, or by the service recipient in the event of an uncured material breach by the service provider. The recipient of a particular service generally can terminate that service prior to the scheduled expiration date, subject to a minimum notice period of 45 days.

Trademark License Agreement

We and New Worthington will enter into a trademark license agreement that will be effective upon the distribution, pursuant to which Worthington will grant us a royalty-free, fully paid-up, perpetual, non-exclusive

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license to use certain trademarks owned by Worthington in connection with our goods and services existing as of the distribution date. We will only be licensed to use the term WORTHINGTON as part of the WORTHINGTON

STEEL composite mark, and will not be permitted to use the term WORTHINGTON in a standalone form. We will have the right to grant sublicenses in connection with our business activities, but not for the independent use by third parties. We will also have the right to register and renew certain domain names. We will be required to comply with Worthington’s branding guidelines and quality control procedures. Worthington may only terminate the trademark license agreement in the event of our uncured breach of the provisions of the agreement relating to ownership, protection or use of the licensed marks. We will indemnify New Worthington against any third-party claim arising out of our or our sublicensees’ provision of goods and services under the licensed marks and any of our or our sublicensees’ other uses of the licensed marks, except to the extent Worthington is to indemnify us for such claims under the Separation Agreement.

WBS License Agreement

We and New Worthington will enter into a WBS license agreement that will be effective upon the distribution, pursuant to which Worthington will grant us a worldwide, non-exclusive, royalty-free, non-transferable license to use, solely in support of our business, the Worthington Business System, which will be referred to in this information statement and the WBS license agreement as “WBS.” We will be able to sublicense such license to our subsidiaries, and to service providers as necessary for their support of our business operations. Worthington will license the WBS to us “as-is,” with no warranties, as the WBS exists as of the distribution. The term of the WBS license agreement is perpetual, with the license to us continuing unless Worthington terminates for our material uncured breach of the agreement.

Procedures for Approval of Related Person Transactions

The Board is expected to adopt a written policy on related person transactions. This policy was not in effect when we entered into the transactions described above. Each of the agreements between us and New Worthington and its subsidiaries that have been entered into prior to the distribution, and any transactions contemplated thereby, will be deemed to be approved and not subject to the terms of such policy.

As described in the Code of Conduct, conflicts of interest can arise when an employee’s or a director’s personal or family relationships, financial affairs, an outside business involvement or other private interest may adversely influence the judgment or loyalty required for performance of his or her duties to us. In cases where there is an actual or even the appearance of a conflict of interest, the individual involved is required to notify his or her supervisor or our Ethics Officer. The supervisor will then consult with management or the Ethics Officer, as appropriate. The Code of Conduct provides that any action or transaction in which the personal interest of an executive officer or a director may be in conflict with our interest is to be reported to the Audit Committee. The Audit Committee must investigate and, if it is determined that such action or transaction would constitute a violation of the Code of Conduct, the Audit Committee is authorized to take any action it deems appropriate.

Our written Related Person Transaction Policy (the “RPT Policy”), which supplements the Code of Conduct provisions addressing conflicts of interest, addresses our policy with respect to related person transactions. The RPT Policy was adopted by the Board and is administered by the Audit Committee and our General Counsel. The RPT Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we participate, directly or indirectly, and a related person has, had or will have a direct or indirect material interest. Under the RPT Policy, a “related person” is any person:

• who is or was our executive officer, director or director nominee, or an immediate family member of any such individual; or

• who is or was the beneficial owner of more than 5% of our outstanding common shares, or an immediate family member of any such individual.

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All related person transactions are to be brought to the attention of management who will then refer each matter to our General Counsel and the Audit Committee. Each director, director nominee or executive officer must notify our General Counsel in writing of any interest that such individual or an immediate family member of such individual has, had or may have, in a related person transaction. In addition, any related person transaction proposed to be entered into by us must be reported to our General Counsel by the employee who has authority over the transaction. On an annual basis, our directors, director nominees and executive officers must complete a questionnaire designed to elicit information about existing and potential related person transactions. Any potential related person transaction that is raised will be analyzed by our General Counsel, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, qualify as a related person transaction requiring review by the Audit Committee under the RPT Policy.

Under the RPT Policy, all related person transactions (other than those deemed to be pre-approved or ratified under the terms of the RPT Policy) will be referred to the Audit Committee for approval (or disapproval), ratification, revision or termination. Whenever practicable, a related person transaction is to be reviewed and approved or disapproved by the Audit Committee prior to the effectiveness or consummation of the transaction. If our General Counsel determines that advance consideration of a related person transaction is not practicable, the Audit Committee will review and, in its discretion, may ratify the transaction at the Audit Committee’s next meeting. However, our General Counsel may present a related person transaction arising between meetings of the Audit Committee to the Chair of the Audit Committee who may review and approve (or disapprove) the transaction, subject to ratification by the Audit Committee at its next meeting if appropriate. If we become aware of a related person transaction not previously approved under the RPT Policy, the Audit Committee will review the transaction, including the relevant facts and circumstances, at its next meeting and evaluate all options available to us, including ratification, revision, termination or rescission of the transaction, and take the course of action the Audit Committee deems appropriate under the circumstances.

No director may participate in any approval or ratification of a related person transaction in which the director or an immediate family member of the director is involved. The Audit Committee may only approve or ratify those transactions the Audit Committee determines to be in our best interest. In making this determination, the Audit Committee will review and consider all relevant information available to it, including:

• the terms (including the amount involved) of the transaction and the related person’s interest in the transaction and the amount of that interest;

• the business reasons for the transaction and its potential benefits to us, and whether the transaction was undertaken in the ordinary course of our business;

• whether the terms of the transaction are fair to us and no less favorable to us than terms that could be reached with an unrelated third party;

• the impact of the transaction on the related person’s independence; and

• whether the transaction would present an improper conflict of interest for any of our directors, director nominees or executive officers, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Audit Committee deems relevant.

Any related person transaction previously approved or ratified by the Audit Committee or otherwise already existing that is ongoing in nature is to be reviewed by the Audit Committee annually.

Under the terms of the RPT Policy, the following related person transactions are deemed to be pre-approved or ratified (as appropriate) by the Audit Committee even if the aggregate amount involved would exceed $120,000:

• interests arising solely from ownership of our common shares if all shareholders receive the same benefit on a pro rata basis (i.e., dividends);

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• compensation to an executive officer, as long as the executive officer is not an immediate family member of any of our executive officers or directors and the compensation has been approved by the Compensation Committee or is generally available to our employees;

• compensation to a director for services as a director if the compensation is required to be reported in our proxy statements;

• interests deriving solely from a related person’s position as a director of another entity that is a party to the transaction;

• interests deriving solely from the related person’s direct or indirect ownership of less than 10% of the equity interest (other than a general partnership interest) in another person that is a party to the transaction; and

• transactions involving competitive bids.

In addition, the Audit Committee will presume that the following transactions do not involve a material interest:

• transactions in the ordinary course of business with an entity for which a related person serves as an executive officer, provided (i) the affected related person did not participate in our decision to enter into the transaction, and (ii) the aggregate amount involved in any related category of transactions in a 12-month period is not greater than the least of (a) $1,000,000, or (b) 2% of the other entity’s consolidated gross revenues for such other entity’s most recently completed fiscal year, or (c) 2% of our consolidated gross revenues for our most recently completed fiscal year;

• donations, grants or membership payments to non-profit organizations, provided (a) the affected related person did not participate in our decision to make such payments, and (b) the aggregate amount in a 12-month period does not exceed the lesser of $500,000 or 1% of the non-profit organization’s consolidated gross revenues for its most recently completed fiscal year; and

• Our use of facilities (such as dining facilities and clubs) if the charges for such use are consistent with charges paid by unrelated third parties and are fair, reasonable and consistent with those for similar services available at similar facilities.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Before the distribution, all of our outstanding common shares will be owned beneficially and of record by Worthington.

The following tables set forth information with respect to the expected beneficial ownership of our common shares immediately after the distribution by: (1) each person that (a) immediately prior to the distribution beneficially owned or (b) immediately after the distribution is expected to beneficially own more than five percent of our common shares, (2) each expected director and NEO, and (3) all of our expected directors and executive officers as a group based upon the distribution ratio. We based the share amounts on each person’s beneficial ownership of Worthington common shares as of    , 2023 assuming a distribution ratio of    of our common share(s) for every    common share(s) of Worthington. Solely for the purposes of this table, we assumed that     of our common shares were issued and outstanding as of     based on Worthington common shares outstanding as of such date and the distribution ratio. The actual number of our common shares to be outstanding following the distribution will be determined on the record date for the distribution. Except as indicated, the address of each director and executive officer shown in the table below is c/o Worthington Steel, Inc.,    .

	Common shares beneficially owned before the distribution				Common shares beneficially owned after the distribution
Name and address of beneficial owner	Number		%		Number		%
5% Beneficial Owner
Worthington Industries, Inc.				100		—		—
Directors and Executive Officers
Geoffrey G. Gilmore		—		—
Jeff R. Klingler		—		—
Timothy A. Adams		—		—
Michaune D. Tillman		—		—
Carl A. Nelson, Jr.		—		—
John B. Blystone		—		—
John H. McConnell II		—		—
Sidney A. Ribeau		—		—
Mary Schiavo		—		—
All Directors and Executive Officers as a Group (  persons)		—		—

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THE SEPARATION AND DISTRIBUTION

Background

On September 29, 2022, Worthington announced its intention to separate its steel processing business from the remainder of its businesses.

It is expected that the Worthington Board, or a duly authorized committee thereof, will approve the distribution of 100% of our issued and outstanding common shares on the basis of    of our common share(s) for every    common share(s) of Worthington held as of the close of business on the record date of    .

On     , the distribution date, each Worthington shareholder will receive    of our common share(s) for every     common share(s) of Worthington held at the close of business on the record date for the distribution, as described below. Worthington shareholders will receive cash in lieu of any of our fractional common shares that they would have received after application of this ratio. You will not be required to make any payment, surrender or exchange your Worthington common shares or take any other action to receive your Worthington Steel common shares in the distribution. The distribution of our common shares as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see this section under “—Conditions to the Distribution.”

Reasons for the Separation

Worthington believes it has significantly strengthened and simplified its business over time, and as a continuation of that transformation, the Worthington Board approved the pursuit of the separation of Worthington Steel and the remaining businesses of Worthington into two independent, publicly traded companies, which was announced on September 29, 2022. The announcement was preceded by efforts by management over the last several years to strengthen and simplify its operations and management structure. These efforts included diversifying the Worthington Steel business through capital deployment and a comprehensive restructuring of Worthington’s legacy Pressure Cylinders business, which culminated in a new management reporting structure, effective with the start of fiscal 2022, that reorganized the business into three strategic operating segments structured around attractive and growing end-markets: Building Products, Consumer Products, and Sustainable Energy Solutions. This new management reporting structure, which forms the basis of the New Worthington business, has resulted in enhanced management focus and operational functionality and has provided investors with additional insight into the performance and growth prospects of the business. These and other efforts to transform Worthington has led to two consecutive years of robust performance for each of New Worthington and Worthington Steel, which when coupled with a strong balance sheet position with low leverage, ideally positions the separated companies to execute their respective growth strategies. With the scale achieved at both Worthington and Worthington Steel, the two post-separation companies will differ significantly in several respects, including the nature of the businesses, growth profile, end-markets, cyclical trends, business cycles, and secular growth drivers; separation allows investors to better evaluate the individual merits, performance, and future prospects based on their distinct characteristics. The Worthington Board believes that separating its steel processing business from the remainder of Worthington is in the best interests of Worthington and its shareholders at this time for the following reasons:

• Enhanced Agility and Sharpened Strategic Focus. The separation will allow each company to more effectively pursue its own distinct businesses, operating priorities and strategies. The separation will enable the management teams of each of the two companies to focus on strengthening their respective core businesses and operations, more effectively address unique operating needs, and pursue distinct and targeted opportunities for long-term growth and profitability.

• Tailored Capital Structures and Capital Allocation Strategies. Each company is expected to have modest leverage and ample liquidity combined with strong cash flows, providing flexibility to deploy capital toward its specific growth opportunities. As a result of the separation, we will have our own capital structure and the ability to deploy capital toward executing Worthington Steel’s distinct

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business strategy which may require larger capital outlays, without the need to balance both Worthington’s priorities for its other businesses and maintaining an investment grade rating.

• Employee Incentives, Recruitment, and Retention. The separation will allow each company to more effectively recruit, retain, and motivate employees through stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and performance of the respective businesses. In addition, the separation will allow incentive structures and targets at each company to be better aligned with each underlying business. Following the separation, the performance of Worthington Steel’s employees will be directly tied to its performance, making it a better tool for compensating Worthington Steel’s employees.

• Creation of Independent Equity Securities. The separation will create independent equity securities, affording Worthington Steel direct access to the capital markets, enabling it to use its own industry-focused stock to consummate future acquisitions or other transactions. As a result, Worthington Steel will have more flexibility to capitalize on its unique strategic opportunities.

• Shareholder Value Creation Opportunities. The separation will create two more focused businesses with differentiated investment theses, making each company easier for investors to understand and appropriately value against a comparable peer set. Our business differs from the New Worthington businesses in several respects, including the exposure to steel market dynamics. We believe the separation will allow investors to evaluate the performance and future growth prospects of each company’s respective businesses and to invest in each company separately based on its distinct characteristics. The transaction would also allow Worthington Steel to target an investor base that is more knowledgeable about steel processing businesses, in line with the active investor base in its peers.

The Worthington Board also considered the following potentially negative factors in evaluating the separation:

• Loss of Joint Purchasing Power and Increased Costs. As a current part of Worthington, the steel processing business that will become our business benefits from Worthington’s size and purchasing power in procuring certain goods, services and technologies. After the separation, as a separate, independent entity, we may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Worthington obtained prior to the separation. We may also incur costs for certain functions previously performed by Worthington, such as accounting, tax, legal, human resources and other general administrative functions, that are higher than the amounts reflected in our historical financial statements, which could cause our profitability to decrease.

• Disruptions to the Businesses as a Result of the Separation. The actions required to separate our and New Worthington’s respective businesses could disrupt our and New Worthington’s operations after the separation.

• Increased Significance of Certain Costs and Liabilities. Certain costs and liabilities that were otherwise less significant to Worthington as a whole will be more significant for us and New Worthington, after the separation, as stand-alone companies.

• One-time Costs of the Separation. We (and prior to the separation, Worthington) will incur costs in connection with the transition to being a standalone public company that may include accounting, tax (including transaction taxes), legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel and costs to separate information systems.

• Inability to Realize Anticipated Benefits of the Separation. We may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others, the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business, following the separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of Worthington, and following the separation, our business will be less diversified than Worthington’s businesses prior to the separation.

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• Limitations Placed upon Us as a result of the Tax Matters Agreement. Under the tax matters agreement that we will enter into with New Worthington, we will be restricted from taking or failing to take certain actions if such action or failure to act could adversely affect the U.S. federal income tax treatment of the distribution and certain related transactions. These restrictions may limit for a period of time our ability to pursue certain transactions that we may believe to be in the best interests of our shareholders or that might increase the value of our business.

While all of the bullets above are considered to be potentially negative factors to us, only the second, third and fourth bullets above are considered to be potentially negative factors to Worthington.

Formation of a New Company Prior to the Distribution

We were incorporated in Ohio on February 28, 2023 for the purpose of holding Worthington’s steel processing business. As part of the plan to separate these businesses from the remainder of its businesses, Worthington plans to transfer the equity interests of certain entities that operate the steel processing business and the assets and liabilities of the steel processing business to us, as well as certain other assets and liabilities, as set forth in the separation agreement.

When and How You Will Receive the Distribution

With the assistance of Broadridge, Worthington expects to distribute our common shares on    , the distribution date, to all holders of outstanding common shares of Worthington as of the close of business on    , the record date for the distribution. Broadridge, which currently serves as the transfer agent and registrar for common shares of Worthington, will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for our common shares.

If you own common shares of Worthington as of the close of business on the record date for the distribution, our common shares that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, Broadridge will then mail you a direct registration account statement that reflects your Worthington Steel common shares. If you hold your common shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to shareholders, as is the case in the distribution. If you sell common shares of Worthington in the “regular-way” market up to and including the distribution date, you will be selling your right to receive our common shares in the distribution.

Commencing on or shortly after the distribution date, if you hold physical share certificates that represent your common shares of Worthington and you are the registered holder of the common shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of our common shares that have been registered in book-entry form in your name.

Most Worthington shareholders hold their common shares through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the common shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your common shares of Worthington through a bank or brokerage firm, your bank or brokerage firm will credit your account for our common shares that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

Transferability of Common Shares You Receive

Our common shares distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for common shares received by persons who may be deemed to be

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our affiliates. Persons who may be deemed to be our affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with the Company which may include certain Company executive officers, directors or principal shareholders. Securities held by our affiliates will be subject to resale restrictions under the Securities Act. Our affiliates will be permitted to sell our common shares only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

Number of Our Common Shares You Will Receive

For every    common share(s) of Worthington that you own at the close of business on    , the record date for the distribution, you will receive    of our common share(s) on the distribution date.

Worthington will not distribute any of our fractional common shares to its shareholders. Instead, if you are a registered holder, Broadridge will aggregate fractional common shares into whole common shares, sell the whole common shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional common share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional common share in the distribution. The transfer agent, in its sole discretion, without any influence by Worthington or us, will determine when, how, through which broker-dealer and at what price to sell the whole common shares. Any broker-dealer used by the transfer agent will not be an affiliate of either Worthington or us. Neither we nor Worthington will be able to guarantee any minimum sale price in connection with the sale of these common shares. Recipients of cash in lieu of fractional common shares will not be entitled to any interest on the amounts of payment made in lieu of fractional common shares.

We estimate that it will take approximately    from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your common shares of Worthington through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Treatment of Outstanding Equity-Based Compensation Awards

In connection with the separation and distribution, outstanding equity-based awards will generally be equitably adjusted in a manner that is intended to preserve the aggregate intrinsic value of such awards as of immediately before and after the distribution.

The specific treatment of outstanding equity-based compensation awards in connection with the separation will be governed by the employee matters agreement that we will enter into with New Worthington. See “Certain Relationships and Related Party Transactions—Agreements with New Worthington—Employee Matters Agreement—Incentive Award Adjustments” for information related to the treatment of outstanding equity-based awards.

Results of the Distribution

After our separation from Worthington, we will be an independent, publicly-traded company. The actual number of common shares to be distributed will be determined at the close of business on    , the record date for the distribution. The distribution will not affect the number of outstanding common shares of Worthington or any rights of Worthington shareholders. Worthington will not distribute any of our fractional common shares.

We will enter into a separation agreement and other related agreements with Worthington to effect the separation and provide a framework for our relationship with New Worthington after the separation. These agreements provide for the allocation between New Worthington and us of the assets, liabilities and obligations (including

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their respective investments, property and employee benefits and tax-related assets and liabilities) of Worthington and its subsidiaries attributable to periods prior to, at and after our separation from Worthington and will govern certain relationships between New Worthington and us after the separation. For a more detailed description of these agreements, please refer to the section entitled “Certain Relationships and Related Person Transactions.”

Market for Our Common Shares

There is currently no public trading market for our common shares. We have submitted an application to list our common shares on the NYSE under the symbol “WS.” We have not and will not set the initial price of our common shares. The initial price will be established by the public markets.

We cannot predict the price at which our common shares will trade after the distribution. In fact, the combined trading prices of one common share of New Worthington and    of our common share(s) after the distribution (representing the number of our common shares to be received per one common share of Worthington in the distribution) may not equal the “regular-way” trading price of a common share of Worthington immediately prior to the distribution. The price at which our common shares trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for our common shares will be determined in the public markets and may be influenced by many factors. Please refer to the section entitled “Risk Factors—Risks Related to Our Common Shares.”

Trading Between the Record Date and Distribution Date

Beginning shortly before the distribution date and continuing up to the distribution date, Worthington expects that there will be two markets in common shares of Worthington: a “regular-way” market and an “ex-distribution” market. Common shares of Worthington that trade on the “regular-way” market will trade with an entitlement to our common shares distributed pursuant to the separation. Common shares of Worthington that trade on the “ex-distribution” market will trade without an entitlement to our common shares distributed pursuant to the distribution. Therefore, if you sell common shares of Worthington in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive our common shares in the distribution. If you own common shares of Worthington at the close of business on the record date and sell those common shares on the “ex-distribution” market up to and including through the distribution date, you will receive the Worthington Steel common shares that you are entitled to receive pursuant to your ownership as of the record date of the common shares of Worthington.

Furthermore, beginning shortly before the distribution date and continuing up to the distribution date, we expect that there will be a “when-issued” market in our common shares. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for our common shares that will be distributed to holders of common shares of Worthington on the distribution date. If you owned common shares of Worthington at the close of business on the record date for the distribution, you would be entitled to our common shares distributed pursuant to the distribution. You may trade this entitlement to our common shares, without the common shares of Worthington you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to our common shares will end, and “regular-way” trading will begin.

“Ex-distribution” and “when-issued” trades are generally settled shortly after the distribution date, but if Worthington determines not to proceed with the distribution following the initiation of the “ex-distribution” and “when-issued” trading markets, trades in the “ex-distribution” and “when-issued” trading markets will be cancelled and, therefore, will not be settled.

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Conditions to the Distribution

The distribution will be effective at     , on    , the distribution date, provided that the following conditions will have been satisfied (or waived by Worthington in its sole discretion):

• the approval of the boards of directors of each of Worthington and us, which approval has not been withdrawn;

• the transfer of assets and liabilities to us in accordance with the separation agreement will have been completed, other than assets and liabilities intended to transfer after the distribution;

• Worthington will have received an opinion of Latham & Watkins LLP, tax counsel to Worthington, regarding the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code;

• the SEC will have declared effective the registration statement on Form 10 of which this information statement forms a part, no stop order suspending the effectiveness of the registration statement will be in effect, no proceedings for such purpose will be pending before or threatened by the SEC and this information statement (or a Notice of Internet Availability) will have been mailed to Worthington shareholders;

• all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws will have been taken and, where applicable, will have become effective or been accepted by the applicable governmental authority;

• the transaction agreements relating to the separation will have been duly executed and delivered by the parties;

• the financing transactions contemplated by the separation agreement will have been completed;

• no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions will be in effect;

• our common shares to be distributed will have been approved and accepted for listing on the NYSE, subject to official notice of distribution;

• Worthington will have entered into a distribution agent agreement with, or provided instructions regarding the distribution to, Broadridge as distribution agent;

• all material governmental approvals necessary to consummate the distribution and to permit the operation of our business after the separation substantially as it is currently conducted will have been obtained;

• Worthington will have requested the resignation of each person who is an officer or director of Worthington Steel prior to the separation and who will continue solely as an officer or director of Worthington following the separation;

• the financing described in “Description of Certain Indebtedness” will have been completed;

• the Cash Distribution will have been declared and paid by us to Worthington; and

• no event or development will have occurred or exist that, in the judgment of the Worthington Board, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions.

The satisfaction of the foregoing conditions does not create any obligations on Worthington’s part to effect the separation, and the Worthington Board has reserved the right, in its sole discretion, to abandon, modify or change the terms of the separation, including by accelerating or delaying the timing of the consummation of all or part of the separation, at any time prior to the distribution date. To the extent that the Worthington Board determines that

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any modifications by Worthington materially change the material terms of the distribution, Worthington will notify Worthington shareholders in a manner reasonably calculated to inform them about the modification as may be required by law. Worthington may also waive conditions to the distribution in its sole discretion and proceed with the distribution even if such conditions have not been met. If the distribution is completed and the Worthington Board waived any such condition, such waiver could have a material adverse effect on (i) New Worthington’s and Worthington Steel’s respective business, financial condition or results of operations, (ii) the trading price of Worthington Steel’s common shares or (iii) the ability of stockholders to sell their Worthington Steel shares after the distribution, including, without limitation, as a result of (a) illiquid trading if Worthington Steel common shares are not accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution. If Worthington elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Worthington will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as Worthington determines to be necessary and appropriate in accordance with applicable law.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION TO U.S. HOLDERS

The following is a summary of the material U.S. federal income tax consequences of the distribution to Worthington common shareholders that are U.S. Holders (as defined below). This summary is based on the Code, the Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case as of the date of this information statement. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of common shares of Worthington that, for U.S. federal income tax purposes, is or is treated as:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

This summary is limited to U.S. Holders who hold common shares of Worthington as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders subject to special rules, including, without limitation:

• U.S. expatriates and former citizens or long-term residents of the United States;

• dealers or brokers in securities, commodities or currencies;

• tax-exempt organizations;

• banks, insurance companies or other financial institutions;

• mutual funds;

• regulated investment companies and real estate investment trusts;

• corporations that accumulate earnings to avoid U.S. federal income tax;

• holders who hold common shares of Worthington in individual retirement or other tax-deferred accounts;

• holders who acquired common shares of Worthington pursuant to the exercise of stock options, the settlement of restricted stock units or otherwise as compensation;

• holders who own, or are deemed to own, at least 10% or more of the common shares of Worthington by vote or value;

• holders who hold common shares of Worthington as part of a hedge, appreciated financial position, straddle, constructive sale, conversion transaction or other risk reduction transaction;

• traders in securities who elect to apply a mark-to-market method of accounting;

• holders who have a functional currency other than the U.S. dollar;

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• holders who are subject to the alternative minimum tax;

• holders subject to special tax accounting rules as a result of any item of gross income with respect to common shares of Worthington being taken into account in an applicable financial statement;

• partnerships or other pass-through entities or investors in such entities; or

• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds common shares of Worthington, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding common shares of Worthington and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THE FOLLOWING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION TO U.S. HOLDERS UNDER CURRENT LAW. THE FOLLOWING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF SHAREHOLDERS. EACH WORTHINGTON SHAREHOLDER IS ENCOURAGED TO CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO SUCH SHAREHOLDER, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED BELOW.

U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders Who Receive Common Shares of Worthington Steel

The distribution is conditioned upon, among other things, Worthington’s receipt of an opinion of tax counsel regarding the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. The opinion of tax counsel will be based on certain factual assumptions and representations and subject to qualifications and limitations. If the distribution qualifies as a reorganization, then for U.S. federal income tax purposes:

• no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder solely as a result of the receipt of common shares of Worthington Steel in the distribution;

• the aggregate tax basis of the common shares of New Worthington and common shares of Worthington Steel in the hands of a U.S. Holder immediately after the distribution will be the same as the aggregate tax basis of the common shares of Worthington held by the holder immediately before the distribution, allocated between the common shares of New Worthington and common shares of Worthington Steel, including any fractional share interest for which cash is received, in proportion to their relative fair market values;

• the holding period with respect to common shares of Worthington Steel received by a U.S. Holder will include the holding period of its common shares of Worthington; and

• a U.S. Holder who receives cash in lieu of a fractional common share of Worthington Steel in the distribution will be treated as having sold such fractional common share for cash and generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and such holder’s adjusted tax basis in the fractional common share. That gain or loss will be long-term capital gain or loss if the holder’s holding period for its common shares of Worthington exceeds one year.

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Treasury Regulations generally provide that if a U.S. Holder holds different blocks of common shares of Worthington (generally common shares of Worthington purchased or acquired on different dates or at different prices), the aggregate basis for each block of common shares of Worthington purchased or acquired on the same date and at the same price will be allocated, to the greatest extent possible, between the common shares of Worthington Steel received in the distribution in respect of such block of common shares of Worthington and such block of common shares of New Worthington, in proportion to their respective fair market values, and the holding period of the common shares of Worthington Steel received in the distribution in respect of such block of common shares of Worthington will include the holding period of such block of common shares of Worthington, provided that such block of common shares of Worthington was held as a capital asset on the date of the distribution. If a U.S. Holder is not able to identify which particular common shares of Worthington Steel are received in the distribution with respect to a particular block of common shares of Worthington, for purposes of applying the rules described above, the U.S. Holder may designate which common shares of Worthington Steel are received in the distribution in respect of a particular block of common shares of Worthington, provided that such designation is consistent with the terms of the distribution. Holders of common shares of Worthington are encouraged to consult their own tax advisors regarding the application of these rules to their particular circumstances.

The opinion Worthington expects to receive from Latham & Watkins LLP will be based on, among other things, certain factual assumptions, representations and undertakings from Worthington and us, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these factual assumptions, representations, or undertakings are incorrect or not satisfied, Worthington may not be able to rely on the opinion. In addition, the opinion will not be binding on the IRS or the courts.

If, notwithstanding the conclusions in the opinion, the distribution is ultimately determined not to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, Worthington would recognize gain in an amount equal to the excess of the fair market value of the common shares of Worthington Steel distributed to Worthington shareholders on the distribution date over Worthington’s tax basis in such common shares and with respect to the Cash Distribution. In addition, each U.S. Holder who receives common shares of Worthington Steel in the distribution would be treated as receiving a potentially taxable distribution in an amount equal to the fair market value of the common shares of Worthington Steel that was distributed to the U.S. Holder. Specifically, the full value of the common shares of Worthington Steel distributed to a U.S. Holder generally would be treated first as a taxable dividend to the extent of the U.S. Holder’s pro rata share of Worthington’s current and accumulated earnings and profits, then as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the common shares of Worthington, and finally as capital gain from the sale or exchange of common shares of Worthington with respect to any remaining value.

Even if the distribution qualifies as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, the distribution may result in corporate-level taxable gain to Worthington under Section 355(e) of the Code if there is a 50% or greater change in ownership, by vote or value, of shares of Worthington Steel, shares of New Worthington or shares of a predecessor or successor of either occurring as part of a plan or series of related transactions that includes the distribution. For this purpose, any acquisitions or issuances of shares of Worthington within two years before the distribution, and any acquisitions or issuances of shares of Worthington Steel or shares of New Worthington within two years after the distribution, are generally presumed to be part of such a plan, although we or New Worthington may be able to rebut that presumption. If an acquisition or issuance of our shares, shares of New Worthington or shares of a predecessor or successor of either triggers the application of Section 355(e) of the Code, New Worthington would recognize taxable gain as described above and such gain would be subject to U.S. federal income tax.

Information Reporting and Backup Withholding

U.S. Treasury regulations require certain shareholders who receive shares in a distribution to attach to their U.S. federal income tax return for the year in which the distribution occurs a detailed statement setting forth certain

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information relating to the tax-free nature of the distribution. In addition, payments of cash to a Worthington shareholder in lieu of fractional common shares of Worthington Steel in the distribution may be subject to information reporting and backup withholding. Certain U.S. Holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and:

• the U.S. Holder fails to furnish the U.S. Holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;

• the U.S. Holder furnishes an incorrect taxpayer identification number;

• the applicable withholding agent is notified by the IRS that the U.S. Holder previously failed to properly report payments of interest or dividends; or

• the U.S. Holder fails to certify under penalties of perjury that the U.S. Holder has furnished a correct taxpayer identification number and that the IRS has not notified the U.S. Holder that the U.S. Holder is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our common shares paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on common shares of Worthington. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of shares on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

U.S. Holders should consult their tax advisors regarding the potential application of withholding under FATCA to the distribution.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

We intend to enter into certain financing arrangements prior to or concurrently with the separation and distribution. A description of such financing arrangements will be included in an amendment to the registration statement on Form 10 of which this information statement is a part.

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DESCRIPTION OF CAPITAL STOCK

In connection with the distribution, we will amend and restate our articles of incorporation and our code of regulations. The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated articles of incorporation and our amended and restated code of regulations, each of which will be in effect upon the consummation of the distribution, the forms of which will be filed as exhibits to the registration statement of which this information statement forms a part. Because this is only a summary, it may not contain all the information that is important to you.

Authorized Capital Stock

Under the Company’s amended and restated articles of incorporation, the Company’s authorized capital stock consists of    common shares,    Class A Preferred Shares, and    Class B Preferred Shares.

Common Shares

Holders of the Company’s common shares are entitled to:

• one vote for each common share held;

• receive dividends when and as declared by the Company’s Board from funds legally available therefor, subject to the rights of holders of the Company’s Preferred Shares, if any; and

• share ratably in the Company’s net assets, legally available to the Company’s shareholders in the event of the Company’s dissolution, liquidation or winding up, after provision for distribution to the holders of any Preferred Shares and to the payment in full of all amounts required to be paid to creditors or provision for such payment.

Holders of the Company’s common shares have no preemptive, subscription, redemption, conversion or cumulative voting rights. The Company’s outstanding common shares are fully paid and nonassessable.

Preferred Shares

Under the Company’s amended and restated articles of incorporation, the Board is authorized to issue, without any further vote or action by the Company’s shareholders, subject to certain limitations prescribed by Ohio law and the rules and regulations of the NYSE, up to an aggregate of    Class A Preferred Shares and     Class B Preferred Shares, in one or more series. The Board is also authorized to fix or change the rights, preferences, qualifications and limitations of each series, including the division of such Preferred Shares into series, the designation and authorized number of Preferred Shares included in each series, dividend and distribution rights, liquidation rights, preferences and price, redemption rights and price, sinking fund requirements, preemptive rights, conversion rights and restrictions on issuance of Preferred Shares. Subject to the provisions of any applicable law, rule or regulation, holders of Class A Preferred Shares and holders of Class B Preferred Shares are entitled to one vote per share and ten votes per share, respectively, on matters to be voted upon by the holders of common shares and Preferred Shares voting together as a single class. Ohio law also entitles the holders of Preferred Shares to exercise a class vote on certain matters.

The Board may authorize the issuance of Preferred Shares with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the Company’s common shares. The issuance of Preferred Shares could have the effect of decreasing the market price of the Company’s common shares. The issuance of Preferred Shares also could have the effect of delaying, deterring or preventing a change in control of the Company without further action by the Company’s shareholders.

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Anti-Takeover Effects of our amended and restated articles of incorporation, our amended and restated code of regulations and Ohio Law

Certain provisions in the Company’s amended and restated articles of incorporation and the Company’s amended and restated code of regulations as well as certain provision of the Ohio Revised Code (“ORC”) could discourage potential takeover attempts and make attempts by shareholders to change management more difficult. A description of these provisions is set forth below.

Classified Board of Directors

The Board is divided into three classes, with three-year staggered terms. This classification system increases the difficulty of replacing a majority of the directors at any one time and may tend to discourage a third party from making a tender offer or otherwise attempting to gain control of the Company. It also may maintain the incumbency of the Board.

Removal of Directors

Under the Company’s amended and restated articles of incorporation, any director, or the entire Board, may be removed from office, with or without cause, only by the affirmative vote of 75% of the voting power of the Company voting together as a single class. However, under current Ohio law, because the Company is an issuing public corporation (as defined in Section 1701.01 of the ORC) and has a classified Board, the directors of the Company may only be removed for cause. Directors may also be removed from office for cause by the affirmative vote of three-fourths of the directors then in office.

Indemnification of Directors and Officers

Ohio General Corporation Law (Chapter 1701 of Ohio Revised Code)

Set forth below is a description of certain provisions of the ORC and the Company’s amended and restated code of regulations, as such provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the ORC and the Company’s amended and restated code of regulations.

Under Section 1701.13(E) of the ORC, directors, officers, employees and agents of Ohio corporations have an absolute right to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with any action, suit or proceeding to the extent they are successful in defense of the action, suit or proceeding, including derivative actions, brought against them, or in defense of any claim, issue or matter asserted in any such action, suit or proceeding. A director, officer, employee or agent is entitled to such indemnification if such person’s success is “on the merits or otherwise.” Directors (but not officers, employees or agents) are entitled to mandatory payment of expenses by a corporation as they are incurred, in advance of the final disposition of the action, suit or proceeding, provided the directors agree to reasonably cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that the directors’ act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation’s best interests.

Section 1701.13(E) of the ORC permits a corporation to indemnify directors, officers, employees or agents of the corporation or individuals who are or were serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation or entity in circumstances where indemnification is not mandated by the statute if certain statutory standards are satisfied. A corporation may grant indemnification in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, investigative or administrative, other than derivative actions, if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. Such

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indemnification is permitted against expenses (including attorneys’ fees) as well as judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with the action, suit or proceeding. A corporation may also provide indemnification in derivative actions for expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of an action or suit if the officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation. Ohio law does not expressly authorize indemnification against judgments, fines and amounts paid in settlement of derivative actions. A corporation may not indemnify a director, officer, employee or agent in derivative actions for expenses (including attorneys’ fees) if such person is adjudged to be liable for negligence or misconduct in the performance of such person’s duties to the corporation unless, and only to the extent that, a court determines that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In addition, a corporation may not indemnify a director in any action or suit in which the only liability asserted against the director is for approving unlawful loans, dividends or distributions of assets under Section 1701.95 of the ORC.

Section 1701.13(E) of the ORC permits a corporation to pay expenses (including attorneys’ fees) incurred by a director, officer, employee or agent as they are incurred, in advance of the final disposition of the action, suit or proceeding, as authorized by the corporation’s directors and upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification.

Section 1701.13(E) of the ORC states that the indemnification provided thereby is not exclusive of, and is in addition to, any other rights granted to persons seeking indemnification under a corporation’s articles or regulations, any agreement, a vote of the corporation’s shareholders or disinterested directors, or otherwise.

Section 1701.13(E) of the ORC grants express power to a corporation to purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit and self-insurance, for director, officer, employee or agent liability, regardless of whether that individual is otherwise eligible for indemnification by the corporation.

Code of Regulations of the Company

The Company’s amended and restated code of regulations provides for broader indemnification than specifically afforded under Section 1701.13(E) of the ORC. The Company’s amended and restated code of regulations provide that Company must indemnify officers and directors against expenses (including attorneys’ fees, filing fees, court reporters’ fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any pending, threatened or completed action, suit or proceeding (whether criminal, civil, administrative or investigative and whether a derivative action or not) by reason of the fact that any such individual is or was a director, officer, employee, agent or volunteer of Company or is or was serving at the request of the Company as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation or other entity so long as such individual’s act or omission giving rise to the claim for indemnification was not occasioned by such individual’s intent to cause injury to, or by such individual’s reckless disregard for the best interests of, the Company and, with respect to any criminal matter, such individual had no reasonable cause to believe such individual’s conduct was unlawful. The Company’s amended and restated code of regulations forbid the Company from indemnifying an officer or director in a derivative action if such person is adjudged to be liable for an act or omission occasioned by such person’s deliberate intent to cause injury to, or by such person’s reckless disregard for the best interests of, the Company unless and only to the extent the Court of Common Pleas in Franklin County, Ohio, or the court in which the action was brought, despite such adjudication of liability and in view of all the circumstances, concludes that such person is fairly and reasonably entitled to such indemnity as the court deems proper.

The Company’s amended and restated code of regulations recite a presumption (which may only be rebutted by clear and convincing evidence) that no act or omission by a person claiming indemnification was occasioned by

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an intent to cause injury to, or by a reckless disregard for the best interests of, the Company, and with respect to any criminal matter, that such person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, by itself, rebut this presumption.

The Company’s amended and restated code of regulations state that, to the extent an officer or director is successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein, such officer or director must be promptly indemnified by the Company against expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) actually and reasonably incurred by him or her in connection therewith.

The Company’s amended and restated code of regulations state that an indemnitee’s expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees and transcript costs) must be paid by the Company in advance of the final disposition of the action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred, but only if such officer or director first agrees, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which such person shall have not been successful on the merits or otherwise, if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, such person’s relevant action or failure to act was occasioned by his or her deliberate intent to cause injury to the Company or his or her reckless disregard for the best interests of the Company, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought determines that, despite such determination and in view of all of the circumstances, such officer or director is fairly and reasonably entitled to all or part of such indemnification.

The Company’s amended and restated code of regulations state that the indemnification provided thereby is not exclusive of, and is in addition to, any other rights to which any person seeking indemnification may be entitled under the Company’s articles or regulations, any agreement, a vote of the Company’s disinterested directors or otherwise. Additionally, the Company’s amended and restated code of regulations provide that the Company may purchase and maintain insurance or furnish similar protection on behalf of any person who is or was a director, officer, employee, agent or volunteer of the Company, or who is or was serving as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation or entity at the request of the Company, against any liability asserted against such person and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the Company would have the obligation or power to indemnify such person under the Company’s amended and restated code of regulations. The Company’s amended and restated code of regulations also authorize the Company to purchase and maintain trust funds, letters of credit or self-insurance on behalf of any person who is or was a director, officer, employee, agent or volunteer of the Company or who is serving or has served another entity at the request of the Company.

Indemnification Agreements

The Company has entered into an indemnification agreement with each of its directors and executive officers. The indemnification agreements generally obligate the Company to hold harmless and indemnify such directors and executive officers against specified expenses and liabilities they may incur in the performance of their respective duties to the greatest extent permitted by Ohio law, provided that (1) such directors and executive officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful and (2) with respect to proceedings by or in the right of the Company, (a) such executive officers were not adjudged to be liable to the Company for negligence or misconduct in the performance of their duties to the Company or (b) such directors were not adjudged to be liable to the Company for (i) an act or omission undertaken with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company or (ii) approving unlawful loans, dividends or distributions of assets under Section 1701.95 of the ORC. The indemnification agreements also require the Company to advance expenses to a director or

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executive officer prior to the final disposition of a proceeding if specified conditions are satisfied. The indemnification agreements provide procedures for determining a director’s or executive officer’s entitlement to indemnification and specify certain remedies relating to indemnification and advancement of expenses. The indemnification agreements do not exclude any other rights to indemnification or advancement of expenses to which a director or an executive officer may be entitled under Company’s amended and restated certificate of incorporation or code of regulations, applicable law (including the ORC), any insurance policy, any contract or otherwise.

Directors and Officers Insurance

The Company maintains, and in the future may continue to maintain, insurance policies under which present or former directors and officers are insured, within the limits and subject to the limitations of such policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that may be imposed as a result of such actions, suits or proceedings, to which these individuals are parties by reason of being or having been directors or officers of the Company.

Advance Notice Requirements for Shareholder Proposals and Nominations for Election as Directors

Under the Company’s amended and restated code of regulations, shareholders seeking to bring business before an annual meeting of shareholders or to nominate candidates for election as directors at an annual meeting must provide timely notice thereof in writing to the Company.

To be timely, a shareholder’s notice with respect to business to be brought before an annual meeting must be delivered to, or mailed and received at, the principal executive office of the Company not less than 30 days prior to an annual meeting. However, if less than 40 days’ notice or prior public disclosure of the date of the annual meeting is given or made to shareholders, the shareholder’s notice must be received no later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

In order to nominate an individual for election as a director at a meeting, a shareholder must give written notice of the shareholder’s intention to make such nomination. The notice must be delivered to, or mailed and received at, the Company’s principal executive office not less than 14 days or more than 50 days prior to any meeting called for the election of directors. However, if notice or public disclosure of the date of the meeting is given or made less than 21 days prior to the meeting, the shareholder notice must be received by the Company not later than the close of business on the seventh day following the day on which notice of the date of the meeting was mailed or publicly disclosed.

No Shareholder Action by Written Consent

Under the Company’s amended and restated articles of incorporation, any action required or permitted to be taken by the Company’s shareholders must be effected at a duly called meeting of the shareholders and may not be effected by an action by written consent of the shareholders. This prevents the Company’s shareholders from initiating or effecting any action by written consent, thereby limiting the ability of shareholders to take actions opposed by the Board.

Special Meetings of Shareholders

The Company’s amended and restated code of regulations provides that special meetings of shareholders may be called only by the chairman of the board, the president (or, in the case of the president’s absence, death or disability, the vice president authorized to exercise the authority of the president), the secretary, the Board at a meeting of the Board, a majority of the directors acting without a meeting or the holders of at least 50% of all shares outstanding and entitled to vote at such special meeting.

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Supermajority Voting Provisions

Under Ohio law, in the case of most mergers, sales of all or substantially all the assets of a corporation and amendments to a corporation’s amended and restated articles of incorporation, the affirmative vote of two-thirds of the voting power of the corporation is required unless the corporation’s amended and restated articles of incorporation provide for a lower amount but not less than a majority. The Company’s amended and restated articles of incorporation change the default voting requirement provided by Ohio law to a majority of the voting power, except that the affirmative vote of 75% of the voting power is required with respect to certain transactions between the Company and “substantial shareholders” as described below under the heading “— Transactions With Substantial Shareholders.”

Transactions With Substantial Shareholders

Under the Company’s amended and restated articles of incorporation, certain transactions between the Company and a “substantial shareholder” must be approved by the affirmative vote of the holders of 75% of the voting power of the Company (which vote must also include the affirmative vote of the holders of a majority of the voting power of the Company excluding the substantial shareholder in question). A “substantial shareholder” is defined as any person who beneficially owns, directly or indirectly, more than 15% of the Company’s voting power or is an affiliate of the Company and at any time within the past three years beneficially owned, directly or indirectly, more than 15% of the Company’s voting power, but does not include the Company, any of the Company’s subsidiaries, any employee benefit plan of the Company or of any of the Company’s subsidiaries, the trustees or fiduciaries of any such plan or any affiliate of the Company owning in excess of 10% of the outstanding common shares of the Company on August 3, 1998 (and the respective successors, executors, legal representatives, heirs and legal assigns of such affiliate). Transactions requiring a supermajority shareholder vote include:

• any merger or consolidation of the Company or any subsidiary of the Company with or into any substantial shareholder or any other corporation which, after such merger or consolidation, would be an affiliate of a substantial shareholder;

• any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any substantial shareholder of any substantial part of the assets of the Company or any subsidiary of the Company;

• the issuance or transfer by the Company or any subsidiary of the Company (in one transaction or a series of related transactions) of equity securities of the Company or any subsidiary of the Company to any substantial shareholder for consideration having an aggregate fair market value of $25 million or more;

• the adoption of any plan or proposal for the liquidation or dissolution of the Company if, as of the record date relating to such event, any person shall be a substantial shareholder; and

• any reclassification of securities (including any reverse stock split) or recapitalization of the Company, or any reorganization, merger or consolidation of the Company with any of the Company’s subsidiaries or any similar transaction which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding equity securities of the Company or any subsidiary of the Company directly or beneficially owned by any substantial shareholder.

A supermajority shareholder vote is not required, however, with respect to any of the foregoing transactions which is approved by three-fourths of the Board, provided that a majority of the directors in office and acting upon such matter are “continuing directors” (as defined in the Company’s amended and restated articles of incorporation).

Control Share Acquisition Act

Ohio law provides that certain notice and informational filings, and special shareholder meeting and voting processes, must occur prior to any person’s acquisition of an issuing public corporation’s shares that would

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entitle the acquirer to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges:

• one-fifth or more but less than one-third of such voting power;

• one-third or more but less than a majority of such voting power; or

• a majority or more of such voting power.

This provision of Ohio law, which is known as the Control Share Acquisition Act, does not apply to a corporation if its articles of incorporation or code of regulations so provide. The Company has opted out of the application of the Control Share Acquisition Act in the Company’s amended and restated code of regulations.

Merger Moratorium Statute

Chapter 1704 of the ORC, which is known as the Merger Moratorium Statute, generally addresses a wide range of business combinations and other transactions (including mergers, consolidations, asset sales, loans, disproportionate distributions of property and disproportionate issuances or transfers of shares or rights to acquire shares) between an Ohio corporation and an “interested shareholder” who, alone or with others, may exercise or direct the exercise of at least 10% of the voting power of the corporation in the election of directors. The Merger Moratorium Statute does not apply to a corporation if its articles of incorporation so provide. The Company opted out of the application of the Merger Moratorium Statute in the Company’s amended and restated articles of incorporation.

Transfer Agent and Registrar

Broadridge will be the transfer agent and registrar for our common shares.

Listing

We have applied to have our common shares authorized for listing on the NYSE under the symbol “WS.”

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form 10 with respect to our common shares being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to us and our common shares, please refer to the registration statement, including the exhibits and schedules to the registration statement. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

As a result of the distribution, we will become subject to the informational requirements of the Exchange Act and will be required to file periodic and current reports, proxy statements and other information with the SEC. We intend to furnish our shareholders with annual reports containing financial statements audited by an independent registered public accounting firm.

In addition, following the completion of the distribution, we will make the information filed with or furnished to the SEC available free of charge through our website    as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not part of this information statement.

You should rely only on the information contained in this information statement or to which this information statement has referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

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INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

Contents	Page
WORTHINGTON STEEL, INC.
AUDITED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
BALANCE SHEET		F-3
NOTES TO THE FINANCIAL STATEMENT		F-4
UNAUDITED CONDENSED FINANCIAL STATEMENTS
BALANCE SHEETS		F-5
CONDENSED NOTES TO THE FINANCIAL STATEMENTS		F-6
STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.
AUDITED COMBINED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-7
COMBINED BALANCE SHEETS		F-9
COMBINED STATEMENTS OF EARNINGS		F-11
COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)		F-12
COMBINED STATEMENTS OF EQUITY		F-13
COMBINED STATEMENTS OF CASH FLOWS		F-14
NOTES TO THE COMBINED FINANCIAL STATEMENTS		F-15
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS		F-50
UNAUDITED COMBINED FINANCIAL STATEMENTS
COMBINED BALANCE SHEETS		F-51
COMBINED STATEMENTS OF EARNINGS		F-53
COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)		F-54
COMBINED STATEMENTS OF CASH FLOWS		F-55
CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS		F-56

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Worthington Steel, Inc.:

Opinion on the Financial Statement

We have audited the accompanying balance sheet of Worthington Steel, Inc. (the Company) as of May 31, 2023, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of May 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statement that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statement and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ KPMG LLP

We have served as the Company’s auditor since 2023.

Columbus, Ohio

October 4, 2023

F-2

WORTHINGTON STEEL, INC.

BALANCE SHEET

(In thousands, except common share amounts)

	May 31, 2023
ASSETS
Subscription receivable	$	1
Total assets	$	1
EQUITY
Common shares, without par value; authorized - 100 shares; issued and outstanding - 100 shares	$	1
Total equity	$	1

The accompanying notes are an integral part of the financial statement.

F-3

WORTHINGTON STEEL, INC.

NOTES TO BALANCE SHEET

(In thousands, except common share amounts)

Note A – Description of the Business and Basis of Presentation

Description of the Business

Worthington Steel, Inc. (“WSI”) was formed as an Ohio corporation on February 28, 2023. Pursuant to a reorganization, WSI will become a holding corporation whose assets are expected to include all of the outstanding equity interests of the Steel Processing business, a business of Worthington Industries, Inc. (“Worthington”). WSI will, through the Steel Processing business of Worthington Industries, Inc. (“Steel Processing business”), continue to conduct the business now conducted by such entities. As a result, WSI will consolidate the financial results of the Steel Processing business at a future date when the Steel Processing business is contributed to the WSI in a spin transaction.

Basis of Presentation

WSI has engaged in no business activities to date and has no assets or liabilities of any kind, other than those incident to its formation. The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of earnings, comprehensive income, changes in equity, and cash flows have not been presented in the financial statements because there have been no material operating or non-operating activities in this entity.

Note B – Summary of Significant Accounting Policies

Subscription Receivable: Subscription receivable represents cash not yet collected from stockholders for the issuance of common stock. As of May 31, 2023, the subscription receivable balance of $1 was the result of the issuance of 100 shares to Worthington.

Note C – Equity

WSI is authorized to issue 100 shares of common stock without par value (“common stock”). WSI has issued 100 shares of Common Stock, all of which were held by Worthington, in exchange for a $1 receivable as of May 31, 2023.

F-4

WORTHINGTON STEEL, INC.

CONDENSED BALANCE SHEET (UNAUDITED)

(In thousands, except common share amounts)

	(Unaudited) August 31, 2023		May 31, 2023
ASSETS
Subscription receivable	$	1	$	1
Total assets	$	1	$	1
EQUITY
Common shares, without par value; authorized - 100 shares; issued and outstanding - 100 shares	$	1	$	1
Total equity	$	1	$	1

See condensed notes to the financial statements.

F-5

WORTHINGTON STEEL, INC.

NOTES TO CONDENSED BALANCE SHEET (UNAUDITED)

(In thousands, except common share amounts)

Note A – Description of the Business and Basis of Presentation

Worthington Steel, Inc. (“WSI”) was formed as an Ohio corporation on February 28, 2023. Pursuant to a reorganization, WSI will become a holding corporation whose assets are expected to include all of the outstanding equity interests of the Steel Processing business, a business of Worthington Industries, Inc. (“Worthington”). WSI will, through the Steel Processing business of Worthington Industries, Inc. (“Steel Processing business”), continue to conduct the business now conducted by such entities. As a result, WSI will consolidate the financial results of the Steel Processing business at a future date when the Steel Processing business is contributed to the WSI in a spin transaction.

Basis of Presentation

The condensed balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of earnings, comprehensive income, changes in equity, and cash flows have not been presented in the financial statements because there have been no material operating or non-operating activities in this entity. As of August 31, 2023, the activity of WSI included the issuance of 100 shares of common stock on February 28, 2023, in exchange for a subscription receivable of $1.

The accompanying unaudited condensed Statement of Financial Position as of August 31, 2023 has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position for the period presented.

Note B – Summary of Significant Accounting Policies

Subscription Receivable: Subscription receivable represents cash not yet collected from stockholders for the issuance of common stock. As of August 31, 2023 and May 31, 2023, the subscription receivable balance of $1 was the result of the issuance of 100 shares to Worthington.

Note C – Equity

WSI is authorized to issue 100 shares of common stock without par value (“common stock”). WSI has issued 100 shares of common stock, all of which were held by Worthington, in exchange for a $1 receivable as of August 31, 2023 and May 31, 2023.

F-6

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Worthington Industries, Inc.:

Opinion on the Combined Financial Statements

We have audited the accompanying combined balance sheets of the Steel Processing Business of Worthington Industries, Inc. and subsidiaries (the Company) as of May 31, 2023 and 2022, the related combined statements of earnings, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended May 31, 2023, and the related notes and financial statement schedule II (collectively, the combined financial statements). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended May 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the combined financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the combined financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over net sales

As discussed in Notes B and C to the combined financial statements, the Company recognizes net sales upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive for those goods or services, including any variable consideration. The Company recorded $3,607,687 thousand of net sales for the year ended May 31, 2023.

We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required subjective auditor judgment because of the geographical dispersion of the Company’s net sales generating activities. This included determination of the Company locations for which procedures were performed.

F-7

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations for which those procedures were to be performed. At certain locations for which procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales process, including general information technology controls and controls over the accurate recording of net sales. For certain locations, we selected a sample of transactions and assessed the recorded net sales by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers and shipping documentation. For other locations, we performed a software-assisted data analysis to test the relationships among certain revenue transactions. We evaluated the sufficiency of audit evidence obtained over net sales by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.

/s/ KPMG LLP

We have served as the Company’s auditor since 2022.

Columbus, Ohio

August 25, 2023

F-8

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED BALANCE SHEETS

(In thousands)

	May 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	32,678	$	20,052
Receivables, less allowances of $2,581 and $789 at May 31, 2023 and May 31, 2022, respectively		468,024		600,424
Inventories
Raw materials		173,865		216,127
Work in process		164,059		234,947
Finished products		76,830		118,423
Total inventories		414,754		569,497
Income taxes receivable		4,293		474
Assets held for sale		3,381		15,719
Prepaid expenses and other current assets		57,756		60,934
Total current assets		980,886		1,267,100
Investment in unconsolidated affiliate		114,550		119,325
Operating lease assets		75,281		70,000
Goodwill		78,642		80,033
Other intangible assets, net of accumulated amortization of $38,893 and $32,550 at May 31, 2023 and May 31, 2022, respectively		83,374		89,718
Deferred income taxes		6,270		3,999
Other assets		10,984		12,792
Property, plant and equipment
Land		37,577		39,262
Buildings and improvements		168,606		167,653
Machinery and equipment		847,521		820,707
Construction in progress		20,265		22,834
Total property, plant and equipment		1,073,969		1,050,456
Less: accumulated depreciation		659,591		609,397
Total property, plant and equipment, net		414,378		441,059
Total assets	$	1,764,365	$	2,084,026

See notes to combined financial statements.

F-9

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED BALANCE SHEETS

(In thousands)

	May 31,
	2023			2022
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	402,177		$	524,119
Short-term borrowings		2,813			47,997
Accrued compensation, contributions to employee benefit plans and related taxes		31,934			37,741
Other accrued items		15,540			27,449
Current operating lease liabilities		5,926			5,643
Current maturities of long-term debt due to Parent		20,000			15,000
Total current liabilities		478,390			657,949
Other liabilities		33,648			38,966
Long-term debt due to Parent		—			20,000
Noncurrent operating lease liabilities		71,656			65,261
Deferred income taxes		26,096			35,489
Total liabilities		609,790			817,665
Equity:
Net parent investment		1,031,107			1,131,303
Accumulated other comprehensive income (loss), net of taxes of $(2,596) and $(1,710) at May 31, 2023 and May 31, 2022, respectively		(2,149	)		1,848
Total equity - controlling interest		1,028,958			1,133,151
Noncontrolling interests		125,617			133,210
Total equity		1,154,575			1,266,361
Total liabilities and equity	$	1,764,365		$	2,084,026

See notes to combined financial statements.

F-10

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED STATEMENTS OF EARNINGS

(In thousands)

	Fiscal Years Ended May 31,
	2023			2022			2021
Net sales	$	3,607,687		$	4,068,934		$	2,127,404
Cost of goods sold		3,271,182			3,673,474			1,756,564
Gross margin		336,505			395,460			370,840
Selling, general and administrative expense		200,847			180,288			147,435
Impairment of long-lived assets		2,112			3,076			—
Restructuring and other (income) expense, net		(4,204	)		(14,480	)		1,883
Separation costs		17,515			—			—
Operating income		120,235			226,576			221,522
Other income (expense)
Miscellaneous income (expense), net		3,731			870			(347	)
Interest (expense) income, net		(2,999	)		(3,024	)		12
Equity in net income of unconsolidated affiliate		7,725			29,787			15,965
Earnings before income taxes		128,692			254,209			237,152
Income tax expense		28,995			53,956			48,483
Net earnings		99,697			200,253			188,669
Net earnings attributable to noncontrolling interests		12,642			19,878			17,655
Net earnings attributable to controlling interest	$	87,055		$	180,375		$	171,014

See notes to combined financial statements.

F-11

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Fiscal Years Ended May 31,
	2023			2022			2021
Net earnings	$	99,697		$	200,253		$	188,669
Other comprehensive income (loss):
Foreign currency translation		(6,815	)		(3,340	)		—
Pension liability adjustment, net of tax		(637	)		6,632			—
Cash flow hedges, net of tax		3,455			(39,829	)		41,413
Other comprehensive income (loss):		(3,997	)		(36,537	)		41,413
Comprehensive income		95,700			163,716			230,082
Comprehensive income attributable to noncontrolling interests		12,642			19,878			17,655
Comprehensive income attributable to controlling interest	$	83,058		$	143,838		$	212,427

See notes to combined financial statements.

F-12

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED STATEMENTS OF EQUITY

(In thousands)

	Net Parent Investment			Accumulated Other Comprehensive Income (Loss), Net of Tax			Total			Noncontrolling Interests			Total
Balance at May 31, 2020	$	544,838		$	(3,028	)	$	541,810		$	145,612		$	687,422
Net earnings		171,014			—			171,014			17,655			188,669
Other comprehensive income		—			41,413			41,413			—			41,413
Transfers to Parent, net		(92,907	)		—			(92,907	)		—			(92,907	)
Dividends to noncontrolling interest		—			—			—			(10,690	)		(10,690	)
Partner contribution to Worthington Samuel Coil Processing LLC		—			—			—			925			925
Balance at May 31, 2021	$	622,945		$	38,385		$	661,330		$	153,502		$	814,832
Net earnings		180,375			—			180,375			19,878			200,253
Other comprehensive loss		—			(36,537	)		(36,537	)		—			(36,537	)
Transfers from Parent, net		327,983			—			327,983			—			327,983
Dividends to noncontrolling interest		—			—			—			(35,160	)		(35,160	)
Purchase of noncontrolling interest in Worthington Taylor, LLC		—			—			—			(5,010	)		(5,010	)
Balance at May 31, 2022	$	1,131,303		$	1,848		$	1,133,151		$	133,210		$	1,266,361
Net earnings		87,055			—			87,055			12,642			99,697
Other comprehensive loss		—			(3,997	)		(3,997	)		—			(3,997	)
Transfers to Parent, net		(187,251	)		—			(187,251	)		—			(187,251	)
Dividends to noncontrolling interest		—			—			—			(20,235	)		(20,235	)
Balance at May 31, 2023	$	1,031,107		$	(2,149	)	$	1,028,958		$	125,617		$	1,154,575

See notes to combined financial statements.

F-13

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Years Ended May 31,
	2023			2022			2021
Operating activities:
Net earnings	$	99,697		$	200,253		$	188,669
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		69,583			59,501			44,951
Impairment of long-lived assets		2,112			3,076			—
Provision for deferred income taxes		(9,716	)		13,644			(5,187	)
Bad debt expense (income)		1,625			740			(183	)
Equity in net income of unconsolidated affiliate, net of distributions		4,775			(27,287	)		(13,465	)
Net (gain) loss on sale of assets		(3,348	)		(15,123	)		377
Stock-based compensation		10,351			8,668			10,136
Changes in assets and liabilities, net of impact of acquisitions:
Receivables		112,995			(109,691	)		(220,586	)
Inventories		154,526			(50,669	)		(178,377	)
Accounts payable		(124,343	)		(14,946	)		293,083
Accrued compensation and employee benefits		(5,808	)		(12,288	)		25,538
Other operating items, net		2,562			(16,387	)		7,594
Net cash provided by operating activities		315,011			39,491			152,550
Investing activities:
Investment in property, plant and equipment		(45,470	)		(36,442	)		(28,801	)
Acquisitions, net of cash acquired		—			(376,713	)		925
Proceeds from sale of assets, net of selling costs		23,317			24,619			186
Purchase of noncontrolling interest in Worthington Taylor, LLC		—			(6,811	)		—
Net cash used by investing activities		(22,153	)		(395,347	)		(27,690	)
Financing activities:
Transfers from (to) Parent, net		(199,814	)		316,883			(105,986	)
Net proceeds (repayments) from short-term borrowings		(45,183	)		41,726			—
Proceeds from long-term debt from Parent		—			50,000			—
Principal payments on long-term debt to Parent		(15,000	)		(15,000	)		—
Payments to noncontrolling interests		(20,235	)		(35,160	)		(10,690	)
Net cash provided (used) by financing activities		(280,232	)		358,449			(116,676	)
Increase in cash and cash equivalents		12,626			2,593			8,184
Cash and cash equivalents at beginning of period		20,052			17,459			9,275
Cash and cash equivalents at end of period	$	32,678		$	20,052		$	17,459

See notes to combined financial statements.

F-14

NOTES TO COMBINED FINANCIAL STATEMENTS

Fiscal Years Ended May 31, 2023, 2022 and 2021

(Amounts in thousands)

Note A – The Proposed Separation, Description of the Business, and Basis of Presentation

The Proposed Separation

On September 29, 2022, Worthington Industries, Inc. (“Worthington” or “Parent”) announced its intention to spin off its existing steel processing business (“Worthington Steel,” the “Company,” “we,” “us,” or “our”) into a stand-alone publicly traded company through a generally tax-free pro rata distribution of 100% of the common shares of Worthington Steel (the “Distribution”) to Parent’s shareholders. While Parent currently intends to effect the distribution, subject to satisfaction of certain conditions, it has no obligation to pursue or consummate any dispositions of its ownership interest in us, including through the distribution, by any specified date or at all. The distribution is subject to various conditions, including the transfer of assets and liabilities to us in accordance with the separation agreement; the making of a cash distribution from Worthington Steel to the Parent as partial consideration for the contribution of the assets; receipt of any necessary regulatory or other approvals; due execution and delivery of the agreements relating to the separation; no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition in effect preventing the consummation of the separation, the distribution or any of the related transactions; acceptance for listing on the NYSE of the our common shares to be distributed, subject to official notice of distribution; completion of the financing described under the section entitled “Description of Certain Indebtedness” and no other event or development having occurred or in existence that, in the judgment of the Board, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions.

The conditions to the distribution may not be satisfied, Worthington may decide not to consummate the distribution even if the conditions are satisfied or Worthington may decide to waive one or more of these conditions and consummate the distribution even if all of the conditions are not satisfied. There can be no assurance whether or when any such transaction will be consummated or as to the final terms of any such transaction.

Description of the Business

Worthington Steel is one of North America’s premier value-added steel processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market leading positions in the North American carbon flat-rolled steel and tailor welded blanks industries and, with the recent acquisition of Tempel Steel Company (“Tempel”), are now one of the largest global producers of electrical steel laminations. For nearly 70 years, we have been delivering high quality steel processing capabilities across a variety of end-markets including automotive, heavy truck, agriculture, construction, and energy. With the ability to produce customized steel solutions, we aim to be the preferred value-added steel processor in the markets we serve by delivering highly technical, customer specific solutions, while also providing advanced materials support and price risk management solutions to optimize customer supply chains. Our scale and operating footprint allow us to achieve an advantaged cost structure and service platform supported by a strategic operating footprint. We serve our customers primarily by processing flat-rolled steel coils, which we source primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. We can sell steel on a direct basis, whereby we are exposed to the risk and rewards of ownership of the material while in our possession. Alternatively, we can also toll process steel under a fee for service arrangement whereby we process customer-owned material. Our manufacturing facilities further benefit from the flexibility to scale between direct versus tolling services based on demand dynamics throughout the year.

F-15

Basis of Presentation

Worthington Steel, Inc., which was established on February 28, 2023, will be Worthington Steel’s new ultimate parent company upon completion of the Distribution. Worthington Steel, Inc. has engaged in no business activities to date and has no assets or liabilities of any kind, other than those incident to its formation. Throughout the period covered by the combined financial statements, Worthington Steel operated as a business of Parent. The combined financial statements of the Company are prepared on a carve-out basis using the consolidated financial statements and accounting records of Parent in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Such combined financial statements include the historical operations that comprise the Worthington Steel business and reflect significant assumptions and allocations as well as certain assets and liabilities that have historically been held at Parent’s corporate level but are specifically identifiable or otherwise attributable to the Company. The carve-out financial statements may not include all expenses that would have been incurred had the Company existed as a separate, stand-alone entity during the periods presented.

The combined financial statements include the accounts of Worthington Steel and its consolidated subsidiaries. Investments in unconsolidated affiliates are accounted for using the equity method. Material intercompany accounts and transactions are eliminated.

We own controlling interests in the following three joint ventures: Spartan (52%), TWB (55%), and Samuel (63%). We also own a 51% controlling interest in WSP, which became a non-operating joint venture on October 31, 2022, when its remaining net assets were sold. See “Note F—Restructuring and Other (Income), Net” for additional information. These joint ventures are consolidated with the equity owned by the other joint venture members shown as noncontrolling interests in our combined balance sheets, and their portions of net earnings and other comprehensive income (loss) (“OCI”) shown as net earnings or comprehensive income attributable to noncontrolling interests in our combined statements of earnings and comprehensive income, respectively.

Our operations are managed principally on a products and services basis under a single group organizational structure. After the planned Separation, the financial information reviewed by the Company’s Chief Operating Decision Maker (“CODM”) for the purpose of assessing performance and allocating resources will be presented as a single component, or operating segment, and comprises all of the Company’s operations. The Company’s CODM will be its Chief Executive Office (“CEO”).

The income tax provision in the carve-out statement of earnings has been calculated as if Worthington Steel was operating on a stand-alone basis and filed separate tax returns in the jurisdictions in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the carve-out.

In addition, transactions and accounts which have occurred within the Company have been eliminated, based on historical intracompany activity. Parent’s net investment in these operations, including intercompany transactions between Parent and the Company, are reflected as net parent investment on the accompanying combined financial statements. Certain situations require management to make estimates based on judgments and assumptions, which may affect the reported amounts of assets and respective disclosures at the date of the financial statements. Management’s judgements and assumptions may also affect the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates made by Management.

The combined financial statements of Worthington Steel include certain costs of doing business incurred by Parent at the corporate level. These corporate costs are for certain support functions provided on a centralized basis such as expenses related to corporate functional and department costs, including information technology, human resources, finance, and corporate operations, amongst others, profit sharing and bonuses, and respective surpluses and shortfalls of various planned insurance expenses and they are included in the combined statements

F-16

of earnings, primarily within selling, general, and administrative expense. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remaining allocated using related drivers associated with the nature of the business, such as, headcount or profitability, considering the characteristics of each respective cost. Management believes the assumptions regarding the allocation of Parent’s general corporate expenses are reasonable.

Additionally. Parent has and expects to continue to incur direct and incremental costs in connection with the anticipated separation, including fees paid to third-party parties for audit, advisory and legal services to effect the separation, nonrecurring employee-related costs, such as retention bonuses, and nonrecurring functional costs associated with the separation of shared corporate functions. These costs have been directly attributed to us to the extent incurred to our direct benefit and are presented separately in our combined statements of earnings as “Separation costs.”

As further described in “Note H – Debt and Receivables Securitization,” the Company, through its bankruptcy-remote indirect subsidiary (Worthington Receivables Company (“WRC”)), was party to a revolving trade accounts receivable securitization facility. As the Company was the legal obligor of this arrangement, borrowings against the facility and the corresponding interest expense have been attributed to the Company. On June 29, 2023, we terminated the revolving trade accounts receivable securitization facility as it was no longer needed. Refer to “Note R – Subsequent events” for additional information. All other third party-debt and related interest expense not directly attributable to the Company have been excluded from the combined financial statements because the Company is not the legal obligor of the debt and the borrowings are not specifically identifiable to the Company. Additionally, as described in “Note Q – Related Party Transactions,” debt and related interest expense between Parent and our TWB joint venture has been attributed to the Company, as the Company is both the legal obligor and directly benefited from the borrowings. In connection with the planned Separation, the Company expects to incur indebtedness and such indebtedness would cause the Company to record additional interest expense in future periods.

These combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect our combined results of earnings, balance sheet, and cash flows had we operated as a standalone company during the periods presented. Management considers these cost allocations to be reasonably reflective of the Company’s utilization of Parent’s corporate support services. Actual costs that would have been incurred if Worthington Steel had been a stand-alone company may have been different than these estimates during the periods presented.

Parent utilizes a centralized cash management program to manage cash for the majority of its entities. For entities that are enrolled in the program, all cash is swept into a cash pool. Accordingly, the cash and cash equivalents held by Parent at the corporate level were not attributed to the Company for any of the periods presented. The foreign operations of TWB and Tempel do not participate in the centralized cash management program. These cash amounts are specifically attributable to Worthington Steel and therefore are reflected in the accompanying combined balance sheets. Transfers of cash, both to and from Parent’s centralized cash management program, are reflected as a component of net parent investment on the accompanying combined balance sheets and as a financing activity on the accompanying combined statements of cash flows.

Note B – Summary of Significant Accounting Policies

Net Parent Investment: Net parent investment on the combined balance sheets and combined statements of equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent, and the Company’s accumulated earnings. All intercompany transactions effected through net parent investment were considered cash receipts and payments and are reflected in financing activities in the accompanying combined statements of cash flows. See Note Q – “Related Party Transactions” of the combined financial statements for further information regarding transactions between the Company and Parent.

F-17

Earnings per share: Earnings or loss per share data has not been presented in the accompanying combined financial statements because the Company does not operate as a separate legal entity with its own capital structure and therefore has no share capital and reserves in its own right.

Minority buy-out of Worthington Taylor: On May 2, 2022, we purchased the 49% noncontrolling interest in Worthington Taylor, LLC from a subsidiary of U.S. Steel, which also owns the noncontrolling interest in WSP. The purchase price for the noncontrolling interest in Worthington Taylor, the entity which owned the assets of WSP’s Taylor, Michigan facility, was $6,811. As a result of this transaction, Worthington Taylor became one of our wholly-owned subsidiaries. Due to our then existing controlling interest in the assets, the transaction was accounted for within equity, with the difference between the purchase price and the book value of the noncontrolling interest included in transfers from Parent.

Use of Estimates: The preparation of combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents: We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Inventories: Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. The assessment of net realizable value requires the use of estimates to determine cost to complete, normal profit margin and the ultimate selling price of inventory.

Derivative Financial Instruments: We utilize derivative financial instruments to primarily manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative financial instruments include foreign currency exchange risk and commodity price risk. All derivative financial instruments are accounted for using mark-to-market accounting. The accounting for changes in the fair value of a derivative financial instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. Gains and losses on fair value hedges are recognized in current period earnings in the same line as the underlying hedged item. Gains and losses on cash flow hedges are deferred as a component of accumulated other comprehensive income or loss (“AOCI”) and recognized in earnings at the time the hedged item affects earnings, in the same financial statement caption as the underlying hedged item. Classification in the combined statements of earnings of gains and losses related to derivative financial instruments that do not qualify for hedge accounting is determined based on the underlying intent of the instruments. Cash flows related to derivative financial instruments are generally classified as operating activities in our combined statements of cash flows.

In order for hedging relationships to qualify for hedge accounting under current accounting guidance, we formally document each hedging relationship and its risk management objective. Derivative financial instruments are executed only with highly-rated counterparties. No credit loss is anticipated on existing instruments, and no material credit losses have been experienced to date. We monitor our positions, as well as the credit ratings of counterparties to those positions.

We discontinue hedge accounting when it is determined that the derivative financial instrument is no longer highly effective in offsetting the hedged risk, expires or is sold, is terminated or is no longer designated as a hedging instrument because it is unlikely that a forecasted transaction will occur or we determine that designation of the hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative financial instrument is retained, we continue to carry the derivative financial instrument at its fair value on the combined balance sheet and recognize any subsequent changes in its fair value in net earnings immediately. When it is probable that a forecasted transaction will not occur, we discontinue hedge accounting and immediately recognize the gains and losses that were accumulated in AOCI.

Refer to “Note N – Derivative Financial Instruments and Hedging Activities” for additional information regarding the combined balance sheet location and the risk classification of our derivative financial instruments.

F-18

Risks and Uncertainties: As of May 31, 2023, excluding our joint ventures, we operated 14 manufacturing facilities worldwide. We also held equity positions in four joint ventures, which operated 17 manufacturing facilities worldwide, as of May 31, 2023. Our largest end market is the automotive industry, which comprised 50%, 48% and 55% of our combined net sales in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. As of May 31, 2023, approximately 17% of our consolidated labor force was represented by collective bargaining units, all of which are located in jurisdictions outside the U.S. where collective bargaining arrangements are customary. The concentration of credit risks from financial instruments related to the markets we serve is not expected to have a material adverse effect on our combined financial position, cash flows or future results of operations.

In fiscal 2023, our largest customer accounted for approximately 16% of our combined net sales, and our ten largest customers accounted for approximately 43% of our combined net sales. In fiscal 2022, our largest customer accounted for approximately 17% of our combined net sales, and our ten largest customers accounted for approximately 43% of our combined net sales. In fiscal 2021, our largest customer accounted for approximately 17% of our combined net sales, and our ten largest customers accounted for approximately 45% of our combined net sales. In each of fiscal 2023, fiscal 2022, and fiscal 2021 net sales to Parent accounted for approximately 3% of our combined net sales. A significant loss of, or decrease in, business from any of these customers could have an adverse effect on our combined net sales and financial results if we were not able to obtain replacement business. Also, due to consolidation within the industries we serve, including the construction and automotive industries, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our largest customers.

Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. This volatility can significantly affect our steel costs. In an environment of increasing prices for steel and other raw materials, in general, competitive conditions may impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected. Also, if steel prices decrease, in general, competitive conditions may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials to complete orders for which the selling prices have decreased. Declining steel prices could also require us to write-down the value of our inventories to reflect current market pricing. Further, the number of suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and consolidation may continue. Accordingly, if delivery from a major steel supplier is disrupted, it may be more difficult to obtain an alternative source of steel than in the past.

Receivables: We review our receivables on an ongoing basis to ensure that they are properly valued and collectible. With the adoption of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as discussed further below in “Recently Adopted Accounting Standards”, expected lifetime credit losses on receivables are recognized at the time of origination. We estimate the allowance for credit losses based on the expected future credit losses using the internal historical loss information and observable and forecasted macroeconomic data.

The allowance for doubtful accounts is used to record the estimated risk of loss related to our customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current economic and market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to SG&A expense. Account balances are charged off against the allowance when recovery is considered remote. The allowance for doubtful accounts increased approximately $1,792 during fiscal 2023 to $2,581.

While we believe our allowance for doubtful accounts is adequate, changes in economic conditions, the financial health of customers and bankruptcy settlements could impact our future earnings. If the economic environment

F-19

and market conditions deteriorate, particularly in the automotive and construction end markets where our exposure is greatest, additional reserves may be required.

Property and Depreciation: Property, plant and equipment are carried at cost and depreciated using the straight-line method. Buildings and improvements are depreciated over 10 to 40 years and machinery and equipment over 3 to 20 years. Depreciation expense, including amounts allocated by Parent for shared assets, was $62,702, $54,193 and $42,626 during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. Accelerated depreciation methods are used for income tax purposes.

The following table presents property, plant and equipment, net, by geographic region as of May 31:

(In thousands)	2023		2022
North America	$	379,749	$	404,124
International		34,629		36,935
Total	$	414,378	$	441,059

Goodwill and Other Long-Lived Assets: We use the purchase method of accounting for all business combinations and recognize amortizable and indefinite-lived intangible assets separately from goodwill. The acquired assets and assumed liabilities in an acquisition are measured and recognized based on their estimated fair values at the date of acquisition, with goodwill representing the excess of the purchase price over the fair value of the identifiable net assets. A bargain purchase may occur, wherein the fair value of identifiable net assets exceeds the purchase price, and a gain is then recognized in the amount of that excess. Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that impairment may be present. Application of goodwill impairment testing involves judgment, including but not limited to, the identification of reporting units and estimation of the fair value of each reporting unit. A reporting unit is defined as an operating segment or one level below an operating segment. Our operations are comprised of the following reporting units: 1) Flat Rolled Steel Processing; 2) Electrical Steel; and 3) Laser Welding. Accordingly, Refer to “Note E – Goodwill and Other Long-Lived Assets” for additional information on the goodwill impairment.

For goodwill and indefinite-lived intangible assets, we test for impairment by first evaluating qualitative factors including macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance. If there are no potential impairments raised from this evaluation, no further testing is performed. If however, our qualitative analysis indicates it is more likely than not that the fair value is less than the carrying amount, a quantitative analysis is performed. The quantitative analysis compares the fair value of each reporting unit or indefinite-lived intangible asset to the related carrying amount, and an impairment loss is recognized in our combined statements of earnings equivalent to the excess of the carrying amount over the fair value. Fair value is determined based on discounted cash flows or appraised values, as appropriate. Our policy is to perform a full quantitative analysis every three to five years without consideration of the standard qualitative factors and analysis discussed above. For each period presented, our qualitative analysis indicated it was not more likely than not that the fair value of the reporting units was less than their carrying value. Prior to the fiscal 2022 acquisitions of Tempel and Shiloh, the carrying value of goodwill of $20,200 represented less than 2% of our total assets.

We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. The impairment loss recognized is equal to the amount that the carrying value of the asset or asset group exceeds its fair value. Long-lived assets held for sale are reported at the lower of cost or fair value

F-20

less costs to sell and are recorded in a single line in the combined balance sheets. We classify assets as held for sale if we commit to a plan to sell the assets within one year and actively market the assets in their current condition for a price that is reasonable in comparison to their estimated fair value.

Our impairment testing for both goodwill and other long-lived assets, including intangible assets with finite useful lives, is largely based on cash flow models that require significant judgment and require assumptions about future volume trends, revenue and expense growth rates; and, in addition, external factors such as changes in economic trends and cost of capital. Significant changes in any of these assumptions could impact the outcomes of the tests performed. See “Note E – Goodwill and Other Long-Lived Assets” for additional details regarding these assets and related impairment testing.

Equity method investments: Investments in affiliated companies that we do not control, either through majority ownership or otherwise, are accounted for using the equity method. We review our equity method investment in Serviacero Worthington for impairment whenever events or changes in circumstances indicate that the carrying value of the investment might not be recoverable. Events and circumstances can include, but are not limited to: evidence we do not have the ability to recover the carrying value; the inability of the investee to sustain earnings; the current fair value of the investment is less than the carrying value; and other investors cease to provide support or reduce their financial commitment to the investee. If the fair value of the investment is less than the carrying value, and the investment will not recover in the near term, then other-than-temporary impairment may exist. When the loss in value of an investment is determined to be other-than-temporary, we recognize an impairment in the period the conclusion is made.

Leases: We account for leases in accordance with U.S. GAAP, ASU 2016-02, Leases (Topic 842) (“Topic 842”). Under Topic 842, leases are categorized as operating or financing leases upon inception. Lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right of use (“ROU”) assets include any initial direct costs and prepayments less lease incentives. Lease terms include options to renew or terminate the lease when it is reasonably certain that we will exercise such options. As most of our leases do not include an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date, in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of goods sold or SG&A expense depending on the underlying nature of the leased assets. For operating leases with variable payments dependent upon an index or rate that commenced subsequent to adoption of Topic 842, we apply the active index or rate as of the lease commencement date. Variable lease payments not based on an index or rate are not included in the operating lease liability as they cannot be reasonably estimated and are recognized in the period in which the obligation for those payments is incurred. Leases with a term of twelve months or less upon the commencement date are considered short-term leases and are not included on the combined balance sheets and are expensed on a straight-line basis over the lease term. Refer to “Note P – Leases” for additional information on the adoption and impact of Topic 842.

Stock-Based Compensation: Certain employees of the Company participate in Parent’s stock-based compensation plans which are described more fully in “Note J – Stock-Based Compensation.” The combined statements of earnings reflect 100% of the expense associated with stock-based awards held by employees of Worthington Steel. A portion of the expense associated with stock-based awards held by corporate employees of Parent have been allocated to the Company based on profitability. All stock-based awards, including grants of stock options and restricted common shares, are recorded as selling, general and administrative expense in the combined statements of earnings over the vesting period based on their grant-date fair values. Forfeitures are recognized as they occur.

Revenue Recognition: Revenue is recognized in accordance with U.S. GAAP, ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”). Under this accounting guidance, we recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive for those goods or services, including any variable consideration.

F-21

Returns and allowances are used to record estimates of returns or other allowances resulting from quality, delivery, discounts or other issues and are estimated based on historical trends and current market conditions, with the offset to net sales.

Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both net sales and cost of goods sold at the time control is transferred to the customer. Due to the short-term nature of our contracts with customers, we have elected to apply the practical expedients under Topic 606 to: (1) expense as incurred, incremental costs of obtaining a contract; and (2) not adjust the consideration for the effects of a significant financing component for contracts with an original expected duration of one year or less. When we satisfy (or partially satisfy) a performance obligation, prior to being able to invoice the customer, we recognize an unbilled receivable when the right to consideration is unconditional and a contract asset when the right to consideration is conditional. Unbilled receivables and contract assets are included in receivables and prepaid expenses and other current assets, respectively, on the combined balance sheets. Additionally, we do not maintain contract liability balances, as performance obligations are satisfied prior to customer payment for product. Payments from customers are generally due within 30 to 60 days of invoicing, which generally occurs upon shipment or delivery of the goods.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer, are excluded from revenue.

Certain contracts with customers include warranties associated with the delivered goods or services. These warranties are not considered to be separate performance obligations, and accordingly, we record an estimated liability for potential warranty costs as the goods or services are transferred.

With the exception of the toll processing revenue stream, we recognize revenue at the point in time the performance obligation is satisfied and control of the product is transferred to the customer upon shipment or delivery. Generally, we receive and acknowledge purchase orders from our customers, which define the quantity, pricing, payment and other applicable terms and conditions. In some cases, we receive a blanket purchase order from our customers, which includes pricing, payment and other terms and conditions, with quantities defined at the time each customer subsequently issues periodic releases against the blanket purchase order.

Toll processing revenues are recognized over time and are primarily measured using the cost-to-cost method, which we believe best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Revenues are recorded proportionally as costs are incurred. We have elected to not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Certain contracts contain variable consideration, which is not constrained, and primarily include estimated sales returns, customer rebates, and sales discounts which are recorded on an expected value basis. These estimates are based on historical returns, analysis of credit memo data and other known factors. We account for rebates by recording reductions to revenue for rebates in the same period the related revenue is recorded. The amount of these reductions is based upon the terms agreed to with the customer. We do not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price. Refer to “Note C – Revenue Recognition” for additional information.

The following table presents net sales by geographic region for the fiscal years ended May 31:

(In thousands)	2023		2022		2021
North America	$	3,237,586	$	4,006,971	$	2,126,202
International		370,101		61,963		1,202
Total	$	3,607,687	$	4,068,934	$	2,127,404

F-22

Income Taxes: Our operating results are included in the income tax returns of Parent. We account for income taxes using the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and the financial reporting basis of our assets and liabilities. We evaluate the deferred tax assets to determine whether it is more likely than not that all, or a portion, of the deferred tax assets will not be realized and provide a valuation allowance as appropriate.

Our income tax provision was prepared following the separate return method, which applies Accounting Standards Codification (“ASC”) 740 to the standalone financial statements of each member of the combined group as if the group member were a separate and standalone enterprise. Due to this treatment, tax transactions included in the consolidated financial statements of Parent may not be included in the separated combined financial statements of the Company. Similarly, there may be certain tax attributes within the combined financial statements of the Company which would not be found in the consolidated financial statements and tax returns of Parent. Examples of such items include net operating losses, tax credits carry forwards and valuation allowances, which may exist in the standalone financial statements but not in the Parent’s consolidated financial statements.

Tax benefits from uncertain tax positions that are recognized in the combined financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

We have reserves for income taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities. It is our policy to record these in income tax expense. While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest/penalties reserves in recognition that various taxing authorities may challenge our positions. These reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues and release of administrative guidance or court decisions affecting a particular tax issue.

Employee Pension Plans: Defined benefit pension and OPEB plan obligations, which were assumed in conjunction with the Tempel acquisition, are remeasured at least annually as of May 31 based on the present value of projected future benefit payments for all participants for services rendered to date. The measurement of projected future benefits is dependent on the provisions of each specific plan, demographics of the group covered by the plan, and other key measurement assumptions. Net periodic benefit costs, including service cost, interest cost, and expected return on assets, are determined using assumptions regarding the benefit obligation and the fair value of plan assets as of the beginning of each year. The funded status of the benefit plans, which represents the difference between the benefit obligation and the fair value of plan assets, is calculated on a plan-by-plan basis. The benefit obligation and related funded status are determined using assumptions as of the end of each year. Net periodic benefit cost is included in other income (expense) in our combined statements of earnings, except for the service cost component, which is recorded in SG&A expense. Refer to Note K – Employee Pension Plans for additional information.

Business Combinations: We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires significant judgments and estimates and the use of valuation techniques when market value is not readily available. For the valuation of intangible assets acquired in a business combination, we typically use an income approach. The purchase price allocated to the intangible assets is based on unobservable assumptions, inputs and estimates, including but not limited to, forecasted revenue growth rates, projected expenses, discount rates, customer attrition rates, royalty rates, and useful lives, among others. The excess of the purchase price over the fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets

F-23

acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Refer to “Note M – Acquisitions” for additional detail.

Self-Insurance Reserves: Risks associated with product, cyber, environmental, workers’ compensation, general and automobile, and property liabilities, and for employee medical claims are self-insured by Parent. In order to reduce risk and better manage overall loss exposure, Parent purchases stop-loss insurance that covers individual claims in excess of the deductible amounts. We establish and reassess reserves for the estimated cost to resolve open claims that have been made against us, as well as an estimate of the cost of claims that have been incurred but not reported (“IBNR”). Loss exposure related to known events are established based on our assessment of the likelihood of an unfavorable outcome and the estimated range of potential loss. IBNR reserves are established based on actuarial valuations that take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, general economic factors and other assumptions believed to be reasonable under the circumstances. The estimated reserves for these liabilities could be affected if future occurrences and claims differ from the assumptions used and historical trends. Exposures for employee medical costs and workers’ compensation have had and will continue to have a material impact on our operations. All other loss exposures were immaterial for the periods presented.

Recently Adopted Accounting Standards: On June 1, 2021, we adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740 and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The adoption of the accounting standard did not have a material impact on our combined financial position, results of operations, or cash flows.

On June 1, 2020, we adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and additional related ASUs which introduced an expected credit loss model for impairment of financial assets measured at amortized cost, including trade receivables. The model replaces the probable, incurred loss model for those assets and broadens the information an entity must consider when developing its expected credit loss estimate for assets measured at amortized cost. The adoption of the accounting standard did not have a material impact on our combined financial position, results of operations or cash flows.

The significant accounting policies discussed herein are not intended to represent a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, with a lesser need for our judgment in their application. There are also areas in which our judgment in selecting an available alternative would not produce a materially different result.

Note C – Revenue Recognition

We recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive for those goods or services, including any variable consideration.

The Company generates revenue by processing steel to the precise type, thickness, length, width, shape, and surface quality required by customer specification. We can also toll processes steel for steel mills, large end-users, service centers and other processors. Toll processing revenue is recognized over time. All other revenue is recognized at a point in time, generally upon shipment.

F-24

The following table summarizes net sales by product class for the fiscal years ended May 31, 2023, 2022 and 2021:

	Fiscal Year Ended May 31,
(in thousands)	2023		2022		2021
Product class
Direct	$	3,464,891	$	3,923,057	$	1,994,856
Toll		142,796		145,877		132,548
Total	$	3,607,687	$	4,068,934	$	2,127,404

The following table summarizes the unbilled receivables and contract assets at the dates indicated:

		May 31,
(in thousands)	Balance Sheet Classification	2023 (1)		2022 (1)
Unbilled receivables	Receivables	$	3,708	$	5,001

(1) There were no contract assets at either of the dates indicated above.

Note D – Investment in Unconsolidated Affiliate

We account for our 50% noncontrolling equity investment in Serviacero Worthington using the equity method of accounting. Serviacero Worthington provides steel processing services, such as pickling, blanking, slitting, multi-blanking and cutting-to-length, to customers in a variety of industries including automotive, appliance and heavy equipment.

We received distributions from Serviacero Worthington totaling $12,500 in fiscal 2023, $2,500 in fiscal 2022, and $2,500 in fiscal 2021.

The following table presents the financial position of Serviacero Worthington accounted for using the equity method as of May 31, 2023 and 2022:

(In thousands)	2023		2022
Cash and cash equivalents	$	12,197	$	7,390
Other current assets		238,213		284,484
Noncurrent assets		58,901		60,554
Total assets	$	309,311	$	352,428
Current liabilities	$	70,837	$	109,178
Other noncurrent liabilities		5,421		5,648
Equity		233,053		237,602
Total liabilities and equity	$	309,311	$	352,428

The following tables present summarized financial information for Serviacero Worthington for the fiscal years ended May 31, 2023, 2022 and 2021.

(In thousands)	2023			2022		2021
Net sales	$	564,569		$	620,312	$	311,543
Gross margin		21,503			96,918		51,253
Operating income		10,387			87,342		43,075
Depreciation and amortization		4,030			4,300		4,305
Interest expense		329			180		42
Income tax (benefit) expense		(2,996	)		25,079		11,341
Net earnings		15,451			59,565		31,865

F-25

Note E – Goodwill and Other Long-Lived Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill during fiscal 2023 and fiscal 2022:

(In thousands)	Carrying Amount
Balance at May 31, 2021	$	20,218
Acquisitions and purchase accounting adjustments (1)		60,115
Translation adjustments		(300	)
Balance at May 31, 2022	$	80,033
Acquisitions and purchase accounting adjustments (1)		(801	)
Translation adjustments		(590	)
Balance at May 31, 2023	$	78,642

(1) For additional information regarding our acquisitions, refer to “Note M – Acquisitions”.

Other Intangible Assets

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. The following table summarizes other intangible assets by class as of May 31, 2023 and 2022:

	2023				2022
(In thousands)	Cost		Accumulated Amortization		Cost		Accumulated Amortization
Indefinite-lived intangible assets:
Trademarks	$	5,220	$	—	$	5,220	$	—
In-process research & development		1,300		—		1,300		—
Total indefinite-lived intangible assets		6,520		—		6,520		—
Definite-lived intangible assets:
Customer relationships	$	102,788	$	34,960	$	102,788	$	30,093
Non-compete agreements		1,960		1,863		1,960		1,767
Technology/know-how		11,000		2,071		11,000		690
Total definite-lived intangible assets		115,748		38,894		115,748		32,550
Total intangible assets	$	122,268	$	38,894	$	122,268	$	32,550

Amortization expense totaled $6,344, $4,771, and $1,788 in fiscal 2023, fiscal 2022, and fiscal 2021, respectively:

Amortization for each of the next five fiscal years is estimated to be:

(In thousands)
2024	$	6,344
2025	$	6,068
2026	$	5,817
2027	$	5,817
2028	$	5,817

F-26

Impairment of Long-Lived Assets

Fiscal 2023

During fiscal 2023, we committed to two separate plans to liquidate certain fixed assets: (1) idled equipment at the manufacturing facility in Taylor, Michigan; and (2) the net assets of Samuel’s toll processing facility in Cleveland, Ohio. As both asset groups have met the criteria for classification as assets held for sale, net assets in the amount of $2,623 have been presented separately as assets held for sale on our combined balance sheet at May 31, 2023. In accordance with the applicable accounting guidance, the net assets were measured at fair market value less costs to sell, resulting in an overall impairment charge of $2,112 during fiscal 2023.

Fiscal 2022

During the third quarter of fiscal 2022, management committed to plans to sell certain production equipment at the Samuel facility in Twinsburg, Ohio. As all of the criteria for classification of assets held for sale were met, the net assets were presented separately as assets held for sale on our combined balance sheet at May 31, 2022. In accordance with the applicable accounting guidance, the net assets were written down to the fair value less costs to sell, resulting in an impairment charge of $3,076 in fiscal 2022. These assets were subsequently sold in fiscal 2023.

Fiscal 2021

None.

Note F – Restructuring and Other (Income) Expense, Net

We consider restructuring activities to be programs whereby we fundamentally change our operations, such as closing and consolidating manufacturing facilities or moving manufacturing of a product to another location. Restructuring activities may also involve substantial realignment of the management structure of a business unit in response to changing market conditions.

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other income, net financial statement caption in our combined statement of earnings for fiscal 2023, is summarized below:

	Beginning Balance		Expense (Income)			Payments			Adjustments			Ending Balance
Early retirement and severance	$	541	$	85		$	(602	)	$	(24	)	$	—
Net gain on sale of assets				(4,289	)
Restructuring and other income, net			$	(4,204	)

During fiscal 2023, the following actions were taken related to our restructuring activities:

• On October 31, 2022, our consolidated steel processing joint venture, WSP, ceased operations and sold its remaining manufacturing facility, located in Jackson, Michigan. Net cash proceeds of $20,779 were realized in connection with the transaction, of which $2,000 is being held in escrow for contingent indemnification obligations associated with general representations and warranties. The transaction resulted in a pre-tax gain of $3,926. The assets had a net book value of $16,853 immediately prior to the sale and have been classified as assets held for sale on our combined balance sheet since May 31, 2022, through the date of divestiture.

F-27

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other income, net financial statement caption in our combined statement of earnings for fiscal 2022, is summarized below:

	Beginning Balance		Expense (Income)			Payments			Adjustments		Ending Balance
Early retirement and severance	$	21	$	610		$	(228	)	$	138	$	541
Net gain on sale of assets				(15,090	)
Restructuring and other income, net			$	(14,480	)

During fiscal 2022 the following actions were taken related to our restructuring activities:

• On June 9, 2021, our historical consolidated joint venture, WSP, sold the remaining assets of its Canton, Michigan, facility with a net book value of $7,606 for net cash proceeds of $19,850, resulting in a pre-tax gain of $12,244.

• In April of fiscal 2022, we completed our exit of the Decatur, Alabama steel processing facility and sold the remaining fixed assets with a net book value of $1,366 for net cash proceeds of $4,000, resulting in a pre-tax gain of $2,634.

Note G – Contingent Liabilities and Commitments

Legal Proceedings

We are defendants in certain legal actions. In the opinion of management, the outcome of these actions, which is not clearly determinable at the present time, would not significantly affect our combined financial position or future results of operations. We also believe that environmental issues will not have a material effect on our capital expenditures, combined financial position or future results of operations.

Note H – Debt and Receivables Securitization

Term Loan Facility with Parent

On June 8, 2021, our consolidated TWB joint venture entered into a $50,000 term loan agreement (the “TWB Term Loan”) with a subsidiary of Parent that matures in annual installments through May 31, 2024. This note accrues interest at a rate of 5.0% per annum and had a balance of $20,000 at May 31, 2023, which is classified separately within current liabilities in our combined balance sheet. The borrowings are the legal obligation of TWB and require settlement, in cash, in accordance with the loan agreement. As such, the debt and related interest have been attributed to the Company in the combined financial statements. The proceeds were used by TWB to finance the minority joint venture members’ portion of the Shiloh U.S BlankLight^® purchase price. Refer to Note M – Acquisitions for additional information relating to the Shiloh acquisition.

Tempel China

At May 31, 2023, Tempel Steel Company’s China location (“Tempel China”) had $11,254 of short-term borrowing capacity available under a rolling short-term loan facility that is used to meet short-term liquidity needs. Borrowing outstanding under the facility, which totaled $2,813 at May 31, 2023, generally mature three to six months from issuance. These loans, which are used to finance steel purchases, are collateralized by Tempel China property and equipment. These loans were subsequently paid off in June 2023. New loans may be entered into as these loans mature. The effective interest rate on these loans was 3.57% at May 31, 2023.

Accounts Receivable Securitization

On May 19, 2022, we entered into a revolving trade accounts receivable securitization facility (the “AR Facility”). Pursuant to the terms of the AR Facility, certain of our subsidiaries sell or contribute all of their

F-28

eligible accounts receivable and other related assets without recourse, on a revolving basis, to WRC, a wholly-owned, consolidated, bankruptcy-remote indirect subsidiary. In turn, WRC sells, on a revolving basis, up to $175,000 of undivided ownership interests in this pool of accounts receivable to a third-party bank. We retain an undivided interest in this pool and are subject to risk of loss based on the collectability of the receivables from this retained interest. Because the amount eligible to be sold excludes receivables more than 120 days past due, receivables offset by an allowance for doubtful accounts due to bankruptcy or other cause, concentrations over certain limits with specific customers and certain reserve amounts, we believe additional risk of loss is minimal. As of May 31, 2023, there were no borrowings outstanding under the AR Facility, leaving $175,000 available for future use. Fees incurred to facilitate the securitization were $547 and will be deferred and amortized on a straight-line basis through May 2024. Facility fees will be expensed as incurred through interest expense in our combined statements of earnings.

On June 29, 2023, we terminated our AR Facility. See “Note R – Subsequent Events” for additional information.

Note I – Comprehensive Income (Loss)

Other Comprehensive Income (Loss): The following table summarizes the tax effects of each component of other comprehensive income (loss) for fiscal years ended May 31, 2023, 2022 and 2021:

	2023									2022									2021
(In thousands)	Before- Tax			Tax			Net-of- Tax			Before- Tax			Tax			Net-of- Tax			Before- Tax		Tax			Net-of- Tax
Foreign currency translation	$	(6,815	)	$	—		$	(6,815	)	$	(3,340	)	$	—		$	(3,340	)	$	—	$	—		$	—
Pension liability adjustment		(784	)	$	147			(637	)		8,615			(1,983	)		6,632			—		—			—
Cash flow hedges		4,488		$	(1,033	)		3,455			(52,066	)		12,237			(39,829	)		54,166		(12,753	)		41,413
Other comprehensive income (loss)	$	(3,111	)	$	(886	)	$	(3,997	)	$	(46,791	)	$	10,254		$	(36,537	)	$	54,166	$	(12,753	)	$	41,413

Accumulated Other Comprehensive Income (Loss): The components of the changes in accumulated other comprehensive income (loss) for the fiscal years ended May 31, 2023 and 2022 were as follows:

(In thousands)	Foreign Currency Translation			Pension Liability Adjustment			Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Balance at May 31, 2021	$	(473	)	$	—		$	38,858		$	38,385
Other comprehensive income (loss) before reclassifications		(3,340	)		8,615			8,557			13,832
Reclassification adjustments to income (a)		—			—			(60,623	)		(60,623	)
Income tax effect		—			(1,983	)		12,237			10,254
Balance at May 31, 2022	$	(3,813	)	$	6,632		$	(971	)	$	1,848
Other comprehensive loss before reclassifications		(6,815	)		(999	)		(10,078	)		(17,892	)
Reclassification adjustments to income (a)		—			215			14,566			14,781
Income tax effect		—			147			(1,033	)		(886	)
Balance at May 31, 2023	$	(10,628	)	$	5,995		$	2,484		$	(2,149	)

F-29

(a) The statement of earnings classification of amounts reclassified to net income include:

(1) Pension liability adjustment – disclosed in “Note K – Employee Pension Plans”; and

(2) Cash flow hedges – disclosed in “Note N – Derivative Financial Instruments and Hedging Activities.”

The estimated net amount of the gains in AOCI at May 31, 2023 expected to be reclassified into net earnings within the succeeding twelve months is $2,432 (net of tax of $811). This amount was computed using the fair value of the cash flow hedges at May 31, 2023 and will change before actual reclassification from other comprehensive income to net earnings during fiscal 2024.

Note J – Stock-Based Compensation

Until consummation of the separation, Worthington Steel’s employees will continue to participate in Parent’s stock-based compensation plans. For the periods presented, stock-based compensation expense includes the 100% of the expense associated with unvested stock-based awards granted to employees historically attributable to Worthington Steel’s operations. Stock-based compensation also includes an indirect allocation of stock-based expense of Parent for centralized corporate functions and shared services. See Note A – Description of the Business and Basis of Presentation for further discussion on corporate cost allocations.

Under Parent’s employee and non-employee director stock-based compensation plans (the “Plans”), we may grant incentive or non-qualified stock options, restricted common shares and performance shares to employees and non-qualified stock options and restricted common shares to non-employee directors. We classify stock-based compensation expense within SG&A expense to correspond with the same financial statement caption as the majority of the cash compensation paid to employees who have been awarded common shares.

We recognized pre-tax stock-based compensation expense of $10,351 ($7,763 after-tax), $8,668 ($6,674 after-tax) and $10,136 ($7,896 after-tax) under the Plans during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. At May 31, 2023, the total unrecognized compensation cost related to non-vested awards held by employees directly attributable to the Company was $5,420, which will be expensed over the next three fiscal years. A detailed discussion of the various awards that may be granted under the Plans is provided below along with the activity associated with employees directly attributable to the Company.

Non-Qualified Stock Options

Stock options may be granted to purchase common shares at not less than 100% of the fair market value of the underlying common shares on the date of the grant. All outstanding stock options are non-qualified stock options. The exercise price of all stock options granted has been set at 100% of the fair market value of the underlying common shares on the date of grant. Generally, stock options granted to employees vest and become exercisable at the rate of 33% per year beginning one year from the date of grant, and expire ten years after the date of grant. Non-qualified stock options granted to non-employee directors vest and become exercisable on the earlier of (a) the first anniversary of the date of grant or (b) the date on which the next annual meeting of shareholders of Parent is held following the date of grant for any stock option granted as of the date of an annual meeting of shareholders of Parent. Stock options can be exercised through net-settlement, at the election of the option holder.

U.S. GAAP requires that all stock-based awards be recorded as expense in the statement of earnings based on their grant-date fair value. We calculate the fair value of our non-qualified stock options using the Black-Scholes option pricing model and certain assumptions. The computation of fair values for all stock options incorporates the following assumptions: expected volatility (based on the historical volatility of the common shares); risk-free interest rate (based on the U.S. Treasury strip rate for the expected term of the stock options); expected term (based on historical exercise experience); and dividend yield (based on annualized current dividends and an average quoted price of the common shares over the preceding annual period).

F-30

The table below sets forth the non-qualified stock options granted during each of the last three fiscal years ended May 31. 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.

(In thousands, except per share amounts)	2023		2022		2021
Granted		10		6		14
Weighted average exercise price, per share	$	46.49	$	60.19		36.93
Weighted average grant date fair value, per share	$	16.37	$	19.76		10.48
Pre-tax stock-based compensation	$	164	$	126		143

The weighted average fair value of stock options granted in fiscal 2023, fiscal 2022 and fiscal 2021 was based on the following weighted average assumptions:

	2023			2022			2021
Dividend yield		2.33	%		2.10	%		2.94	%
Expected volatility		41.63	%		41.62	%		40.82	%
Risk-free interest rate		3.19	%		1.10	%		0.43	%
Expected life (years)		6.0			6.0			6.0

The following tables summarize our stock option activity for the fiscal years ended May 31:

	2023					2022					2021
(In thousands, except per share amounts)	Stock Options			Weighted Average Exercise Price		Stock Options			Weighted Average Exercise Price		Stock Options			Weighted Average Exercise Price
Outstanding, beginning of year		51		$	38.43		49		$	34.09		145		$	26.20
Granted		10			46.39		6			60.19		14			36.93
Exercised		(11	)		24.64		(4	)		20.47		(109	)		24.14
Forfeited		—			—		—			—		(1	)		12.05
Outstanding at end of year		50		$	43.10		51		$	38.43		49		$	34.09
Exercisable at end of year		31		$	40.60		33		$	34.59		29		$	31.52

	Number of Stock Options (In thousands)		Weighted Average Remaining Contractual Life (In years)		Aggregate Intrinsic Value (In thousands)
May 31, 2023
Outstanding		50		5.21	$	677
Exercisable		31		3.95	$	492
May 31, 2022
Outstanding		51		5.38	$	509
Exercisable		33		3.79	$	401

The total intrinsic value of stock options exercised during fiscal 2023 was $278 and the related excess tax benefit realized from stock-based payment awards was $342.

F-31

The following table summarizes information about non-vested option awards for the fiscal year ended May 31, 2023:

	Number of Stock Options (In thousands)			Weighted Average Grant Date Fair Value Per Share
Non-vested, beginning of year		18		$	13.74
Granted		10			16.37
Vested		(9	)		12.55
Non-vested, end of year		19		$	15.72

Service-Based Restricted Common Shares

Under the Plans of Parent, restricted common shares may be awarded to certain employees and non-employee directors that contain service-based vesting conditions. Service-based restricted common shares granted to employees cliff vest three years from the date of grant. Service-based restricted common shares granted to non-employee directors vest under the same parameters as discussed above with respect to non-qualified stock option grants. All service-based restricted common shares are valued at the closing market price of the common shares on the date of the grant.

The table below sets forth the service-based restricted common shares granted under the Plans during each of fiscal 2023, fiscal 2022 and fiscal 2021. 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.

(In thousands, except per share amounts)	2023		2022		2021
Granted		98		39		65
Weighted average grant date fair value, per share	$	50.85	$	54.15	$	39.50
Pre-tax stock-based compensation	$	4,993	$	2,134	$	2,585

The following table summarizes the activity for service-based restricted common shares for the fiscal years ended May 31:

	2023					2022					2021
(In thousands, except per share amounts)	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		119		$	44.03		122		$	40.68		67		$	42.79
Granted		98			50.85		39			54.15		65			39.50
Vested		(20	)		38.56		(39	)		43.75		(9	)		47.69
Forfeited		(5	)		48.14		(3	)		44.28		(1	)		42.99
Outstanding, end of year		192		$	47.97		119		$	44.03		122		$	40.68
Weighted average remaining contractual life of outstanding restricted common shares (in years)		1.48					1.45					1.49
Aggregate intrinsic value of outstanding restricted common shares	$	10,777				$	5,534				$	8,092
Aggregate intrinsic value of restricted common shares vested during the year	$	994				$	2,126				$	353

F-32

Market-Based Restricted Common Shares

On June 25, 2020, an aggregate of 10 market-based restricted common shares were granted under the Plans to a key employee of Worthington Steel. Vesting of this share-based award is contingent upon the average closing price of the common shares of Parent reaching $65.00 during any 90 consecutive day period during the five-year period following the date of grant and completion of a three-year service vesting period. The grant date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $20.87 per share. The calculated pre-tax stock-based compensation expense on the grant date was $209 and will continue to be amortized over the remaining service period. The following assumptions were used to determine the grant-date fair value and the derived service period for these restricted common shares:

Dividend yield	2.71	%
Expected volatility	41.50	%
Risk-free interest rate	0.32	%

Performance Shares

Certain performance shares have been awarded under the Plans to key employees of the Company that are contingent (i.e., vest) based upon the level of achievement with respect to corporate targets for cumulative corporate economic value added, earnings per share growth and, in the case of business unit executives, business unit operating income targets for the three-fiscal-year periods ended or ending May 31, 2023, 2024 and 2025. These performance share awards will be paid, to the extent earned, in common shares of Parent in the fiscal quarter following the end of the applicable three-fiscal-year performance period. The fair value of performance share awards is determined by the closing market price of the underlying common shares at the respective grant dates of the awards and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued.

The table below sets forth the performance shares granted to our employees under the Plans during fiscal 2023, fiscal 2022 and fiscal 2021 (at target levels):

(In thousands, except per share amounts)	2023		2022		2021
Granted		7		4		8
Weighted average grant date fair value, per share	$	46.39	$	60.19	$	36.93
Pre-tax stock-based compensation	$	332	$	265	$	288

The following table summarizes the activity associated with these performance awards for the fiscal years ended May 31:

	2023					2022					2021
(In thousands, except per share amounts)	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		17		$	43.28		17		$	38.87		12		$	42.15
Granted		7			46.39		4			60.19		8			36.93
Vested		(5	)		38.91		(4	)		42.91		—			—
Forfeited		—			—		—			—		(3	)		47.76
Outstanding, end of year		19		$	45.72		17		$	43.28		17		$	38.87
Weighted average remaining contractual life of outstanding performance shares (in years)		0.92					1.00					1.31
Aggregate intrinsic value of outstanding performance shares	$	1,087				$	835				$	1,142
Aggregate intrinsic value of performance shares vested during the year	$	239				$	393				$	—

F-33

Note K – Employee Pension Plans

Defined benefit pension and OPEB plan obligations are remeasured at least annually as of May 31 based on the present value of projected future benefit payments for all participants for services rendered to date. The measurement of projected future benefits is dependent on the provisions of each specific plan, demographics of the group covered by the plan, and other key measurement assumptions.

Net periodic benefit costs, including service cost, interest cost, and expected return on assets, are determined using assumptions regarding the benefit obligation and the fair value of plan assets as of the beginning of each year. The funded status of the benefit plans, which represents the difference between the benefit obligation and the fair value of plan assets, is calculated on a plan-by-plan basis. The benefit obligation and related funded status are determined using assumptions as of the end of each year. Net periodic benefit cost is included in other income (expense) in our combined statements of earnings, except for the service cost component, which is recorded in SG&A expense.

Defined Contribution Retirement Plans

Employees of Worthington Steel have historically received benefits through Parent’s defined contribution retirement plans. Worthington Steel generally expects to adopt benefit plans that are similar to those in effect at Parent before the planned separation.

Defined Benefit Pension Plans

As a result of the acquisition of Tempel on December 1, 2021, we assumed approximately $40,160 of net pension and other postretirement benefit obligations under Tempel’s defined benefit domestic funded pension plan, an unfunded supplemental executive retirement (“SERP”) plan, and a domestic unfunded postretirement plan. Effective December 31, 2010, Tempel froze its defined benefit domestic funded pension plan. Participants will receive the benefit they had accrued as of July 16, 2018 upon their retirement. No further pension benefit will be earned by the participants of this plan after December 31, 2010. See “Note M – Acquisitions” for additional information related to the acquisition of Tempel.

There was no activity related to defined benefit pension plans prior to the acquisition of Tempel, as reflected in the tables below.

Net Periodic Pension Costs

The following table summarizes the components of net periodic pension for our defined benefit pension plans for the fiscal years ended May 31, 2023, 2022 and 2021:

(In thousands)	2023			2022			2021
Defined benefit plans:
Interest cost	$	3,428		$	1,447		$	—
Return on plan assets		(3,897	)		(2,145	)		—
Net amortization and deferral costs		(174	)		—			—
Defined contribution plans		9,830			8,808			8,039
Net periodic benefit cost	$	9,187		$	8,110		$	8,039

During fiscal 2023 and fiscal 2022, we also incurred $135 and $85, respectively, in net periodic benefit cost related to the Tempel Steel Company Postretirement Benefit Plan.

F-34

Weighted Average Rates

The following weighted average assumptions were used to determine the unfunded benefit obligation and net periodic benefit cost at May 31, 2023:

	2023			2022
Benefit obligation:
Discount rate		4.80	%		4.32	%
Net periodic pension cost:
Discount rate		4.32	%		2.66	%
Expected long-term rate of return		6.50	%		6.50	%

Funded Status

The following tables provide a reconciliation of the changes in the projected benefit obligation and the fair value of plan assets and the funded status of our defined benefit plans at May 31, 2023 and May 31, 2022.

	Pension Benefits			Other Benefits			Pension Benefits			Other Benefits
(In thousands)	2023						2022
Change in benefit obligation
Benefit obligation, beginning of year	$	82,313		$	4,077		$	—		$	—
Service cost		—			18			—			15
Interest cost		3,428			168			1,447			70
Plan amendments		—			(441	)		—			—
Actuarial gain		(3,092	)		(281	)		(18,083	)		(873	)
Benefits paid		(5,752	)		(174	)		(2,997	)		(125	)
Participant contributions		—			—			—			8
Benefit obligations acquired		—			—			101,946			4,982
Benefits obligation, end of year		76,897			3,367		$	82,313		$	4,077
Change in plan assets
Fair value, beginning of year	$	56,183		$	—		$	—		$	—
Return on plan assets		(475	)		—			(8,196	)		—
Company contributions		4,987			174			608			117
Benefits paid		(5,751	)		(174	)		(2,997	)		(125	)
Participant contributions		—			—			—			8
Plan assets acquired		—			—			66,768			—
Fair value, end of year		54,944			—			56,183			—
Funded status	$	(21,953	)	$	(3,367	)	$	(26,130	)	$	(4,077	)
Amounts recognized in the combined balance sheets consist of:
Other liabilities	$	(21,953	)	$	(3,367	)	$	(26,130	)	$	(4,077	)
AOCI		(6,287	)		(1,544	)		(7,742	)		(873	)
Amounts recognized in AOCI consist of:
Net income		(6,287	)		(1,103	)		(7,742	)		(873	)
Net prior service credit		—			(441	)		—			—
Total	$	(6,287	)	$	(1,544	)	$	(7,742	)	$	(873	)

F-35

The following table shows other changes in plan assets and benefit obligations recognized in OCI during the fiscal year ended May 31:

	Pension Benefits		Other Benefits			Pension Benefits			Other Benefits
	2023					2022
Net (gain) loss	$	1,280	$	(281	)	$	(7,742	)	$	(873	)
Amortization of net (gain) loss		174		(389	)		—			—
Net (gain) loss recognized in OCI	$	1,454	$	(670	)	$	(7,742	)	$	(873	)
Total recognized in net periodic benefit cost and OCI	$	811	$	(536	)	$	(8,388	)	$	(787	)

Fair Value of Plan Assets

Fair Value Hierarchy Categories

Valuations of Level 1 assets for all classes are based on quoted closing market prices from the principal exchanges where the individual securities are traded. Cash is valued at cost, which approximates fair value. There were no valuations of Level 2 or Level 3 assets at May 31, 2023, as shown in the table below.

The following table sets forth, by level within the fair value hierarchy, a summary of the defined benefit plans’ assets measured at fair value on a recurring basis at May 31, 2023:

(In thousands)	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment:
Cash and cash equivalents	$	3,911	$	3,911	$	—	$	—
Fixed-income funds		22,151		22,151		—		—
Equity funds		20,068		20,068		—		—
Commingled fund investments measured at net asset value (1):
Hedge funds		8,814		—		—		—
Total	$	54,944	$	46,130	$	—	$	—

(1) Investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy.

The following table sets forth, by level within the fair value hierarchy, a summary of the defined benefit plans’ assets measured at fair value on a recurring basis at May 31, 2022:

(In thousands)	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment:
Cash and cash equivalents	$	913	$	913	$	—	$	—
Equity funds		24,700		24,700		—		—
Commingled fund investments measured at net asset value (1):
Fixed-income funds		21,056		—		—		—
Hedge funds		9,514		—		—		—
Total	$	56,183	$	25,613	$	—	$	—

F-36

(1) Investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been categorized in the fair value hierarchy.

Estimated Future Benefits Payments

The following estimated future benefits, which reflect expected future service, as appropriate, are expected to be paid under the defined benefit and other postretirement plans during the fiscal years as follows:

(In thousands)	Pension Benefits		Other Benefits
2024	$	6,038	$	296
2025	$	5,855	$	291
2026	$	5,911	$	283
2027	$	6,164	$	274
2028	$	6,180	$	267
2029-2033	$	27,536	$	1,209

Note L – Income Taxes

Earnings before income taxes for the fiscal years ended May 31 included the following components:

(In thousands)	2023		2022		2021
U.S. based operations	$	102,660	$	208,009	$	209,269
Non - U.S. based operations		26,032		46,200		27,883
Earnings before income taxes		128,692		254,209		237,152
Less: Net earnings attributable to noncontrolling interests*		12,642		19,878		17,655
Earnings before income taxes attributable to controlling interest.	$	116,050	$	234,331	$	219,497

* Net earnings attributable to noncontrolling interests are not taxable to us.

Significant components of income tax expense (benefit) for the fiscal years ended May 31 were as follows:

(In thousands)	2023			2022		2021
Current
Federal	$	26,910		$	30,218	$	45,008
State and local		4,166			5,052		6,546
Foreign		7,635			5,042		2,116
Subtotal		38,711			40,312		53,670
Deferred
Federal		(8,643	)		12,227		(5,185	)
State and local		(619	)		1,133		(698	)
Foreign		(454	)		284		696
Subtotal		(9,716	)		13,644		(5,187	)
Total	$	28,995		$	53,956	$	48,483

F-37

A reconciliation of the federal statutory corporate income tax rate to total tax provision follows:

	2023			Rate			2022			Rate			2021			Rate
Federal statutory corporate income tax rate	$	24,371			21.0	%	$	49,210			21.0	%	$	46,094			21.0	%
State and local income taxes, net of federal tax benefit		2,603			2.2	%		4,866			2.1	%		4,735			2.2	%
Non-U.S. income taxes at other than federal statutory rate		2,007			1.7	%		(3,840	)		(1.6	%)		(2,184	)		(1.0	%)
Nondeductible executive compensation		2,021			1.7	%		2,582			1.1	%		2,417			1.1	%
Other		(2,007	)		(1.6	%)		1,138			0.5	%		(2,579	)		(1.2	%)
Effect tax rate attributable to controlling interest	$	28,995			25.0	%	$	53,956			23.1	%	$	48,483			22.1	%

The above effective tax rate attributable to controlling interest excludes any impact from the inclusion of net earnings attributable to noncontrolling interests in our combined statements of earnings. The effective tax rates upon inclusion of net earnings attributable to noncontrolling interests were 22.5%, 21.2% and 20.4% for fiscal 2023, 2022 and 2021 respectively. Net earnings attributable to noncontrolling interests are primarily a result of our Samuel, WSP, Spartan, and TWB consolidated joint ventures. The earnings attributable to the noncontrolling interests in Samuel, WSP, Spartan and TWB’s U.S. operations do not generate tax expense to us since the investors in Samuel, WSP, Spartan and TWB’s U.S. operations are taxed directly based on the earnings attributable to them. The tax expense of TWB’s wholly-owned foreign corporations is reported in our consolidated tax expense.

Under applicable accounting guidance, a tax benefit may be recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Any tax benefits recognized in our financial statements from such a position were measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

A tabular reconciliation of unrecognized tax benefits follows:

(In thousands)	2023			2022
Balance at beginning of the year	$	1,239		$	105
Increases - current tax positions		—			1,187
Lapse of statutes of limitations		(43	)		(53	)
Balance at the end of the year	$	1,196		$	1,239

The amount of unrecognized tax benefits for the fiscal years ended May 31, 2023, 2022 and 2022, that, if recognized would affect the effective tax rate, was not material. During the fiscal years ended May 31, 2023, 2022, and 2021, the Company recognized an immaterial amount of tax related interest on unrecognized tax benefits. Management estimates the reasonably possible changes to unrecognized tax benefits during the next twelve months to be immaterial and is currently unaware of any issues under review that could result in significant additional payments, accruals, or other material deviation in this estimate. However, the Company would not be liable for any incremental taxes payable, interest or penalties, which remain Parent’s obligation.

The following is a summary of the tax years open to examination by major tax jurisdiction:

• U.S. Federal – 2020 and forward

• U.S. State and Local – 2019 and forward

• Canada – 2018 and forward

• China – 2021 and forward

• India – 2017 and forward

• Mexico – 2008, 2009, 2016 and forward

F-38

The components of our deferred tax assets and liabilities as of May 31 were as follows:

(In thousands)	2023			2022
Deferred Tax Assets
Accounts Receivable	$	1,319		$	946
Inventories		3,394			3,598
Accrued Expenses		14,050			12,410
Net operating loss carry forwards		3,215			—
Stock-based compensation		3,351			2,901
Operating lease - ROU liability		2,301			3,499
Derivative Contracts		1,540			308
Other		146			—
Deferred tax assets before valuation allowance		29,316			23,662
Less: Valuation allowance		—			—
Total Deferred Tax Assets	$	29,316		$	23,662
Deferred Tax Liabilities
Property, plant, and equipment	$	(32,984	)	$	(33,837	)
Investment in affiliated companies, principally due to undistributed earnings		(12,149	)		(14,573	)
Operating lease - ROU asset		(2,112	)		(3,468	)
Derivative Contracts		—			—
Other		(1,897	)		(3,274	)
Total Deferred Tax Liabilities	$	(49,142	)	$	(55,152	)
Net Deferred Tax Liability	$	(19,826	)	$	(31,490	)

Based on our history of profitability, the scheduled reversal of deferred tax liabilities, and taxable income projections, Management believes that recognized deferred tax assets are more likely than not to be realized based on expectations as to future taxable income in the jurisdictions in which the Company operates.

Note M – Acquisitions

Shiloh Industries’ U.S. BlankLight^® (fiscal 2022)

On June 8, 2021, the Company, along with our 55% consolidated joint venture TWB, acquired certain assets of Shiloh’s U.S. BlankLight^® business. The purchase price for the acquisition was cash consideration of approximately $104,506, after closing adjustments. The Shiloh business is being primarily operated by TWB and the operating results of the Shiloh business have been included in our combined statements of earnings since the date of acquisition. Proforma results of the Shiloh business, including the acquired business since the beginning of fiscal 2021, would not be materially different than the reported results. Net sales and net earnings since the beginning of fiscal 2021, would not be materially different than the reported results.

The acquisition consisted of three laser welding facilities that are being operated as part of our TWB joint venture and one blanking facility that is being operated as part of our flat rolled steel processing operations. Approximately $19,500 of the total goodwill relates to TWB, which is treated as a separate reporting unit for purposes of goodwill impairment testing.

F-39

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Shiloh, we identified and valued the following intangible assets:

(In thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	34,500	15-20
Non-compete agreement		290	3
In-process research & development		1,300	Indefinite
Total acquired identifiable intangible assets	$	36,090

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill which will be deductible for income tax purposes.

The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the acquisition date.

(In thousands)	Preliminary Valuation			Measurement Period Adjustments			Final Valuation
Accounts receivable	$	44,191		$	(496	)	$	43,695
Inventories		13,971			1,999			15,970
Property, plant, and equipment		30,461			(1,104	)		29,357
Intangible assets		34,280			1,810			36,090
Operating lease assets		59,905			—			59,905
Total identifiable assets		182,808			2,209			185,017
Accounts payable		(44,822	)		(72	)		(44,894	)
Current operating lease liabilities		(1,555	)		—			(1,555	)
Noncurrent operating lease liabilities		(58,350	)		—			(58,350	)
Net identifiable assets		78,081			2,137			80,218
Goodwill		26,669			(2,381	)		24,288
Purchase price	$	104,750		$	(244	)	$	104,506

Tempel Steel Company (fiscal 2022)

On December 1, 2021, the Company completed its acquisition of Tempel, a leading global manufacturer of precision motor and transformer laminations for the electrical steel market that includes transformers, industrial motors and electric vehicle (EV) motors for cash consideration of $272,208, net of cash acquired, plus the assumption of certain long-term liabilities. Total acquisition-related expenses of $1,924 were incurred in fiscal 2022.

F-40

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Tempel, we identified and valued the following intangible assets:

(In thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	30,000		17
Technological know how		11,000		6-8
Total acquired identifiable intangible assets	$	41,000

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill which is not expected to be deductible for income tax purposes.

The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the acquisition date.

(In thousands)	Preliminary Valuation			Measurement Period Adjustments			Final Valuation
Cash	$	17,098		$	—		$	17,098
Accounts receivable		88,672			801			89,473
Inventories		59,927			—			59,927
Other current assets		10,666			(18	)		10,648
Property, plant and equipment		147,441			—			147,441
Intangible assets		41,000			—			41,000
Operating lease assets		4,098			—			4,098
Total identifiable assets		368,902			783			369,685
Accounts payable		(49,777	)		—			(49,777	)
Notes payable		(6,270	)		—			(6,270	)
Accrued liabilities		(17,501	)		64			(17,437	)
Current operating lease liabilities		(1,614	)		—			(1,614	)
Noncurrent operating lease liabilities		(2,484	)		—			(2,484	)
Other non-current liabilities (1)		(40,110	)		2,287			(37,823	)
Net identifiable assets		251,146			3,134			254,280
Goodwill		38,462			(3,436	)		35,026
Purchase price	$	289,608		$	(302	)	$	289,306

(1) Includes $40,160 of net pension and other postretirement benefit obligations assumed as part of the Tempel acquisition. The excess of projected benefit obligations over the fair value of the plans’ assets was recognized as a liability in accordance with ASC 715 using key inputs including, but not limited to, discount rates and expected rates of return on the plans’ assets. See “Note K – Employee Pension Plans” for additional information.

Operating results of Tempel have been included in our combined statement of earnings since December 1, 2021, the date of acquisition. During the fiscal 2022, Tempel contributed net sales of $278,182 and operating income of $8,609, which included acquisition-related costs of approximately $1,924 and incremental cost of goods sold of $3,820 due to the write-up of inventory to its estimated acquisition-date fair value.

F-41

The following unaudited pro forma information presents combined financial information for fiscal 2022 and fiscal 2021 as if Tempel had been acquired at the beginning of fiscal 2021. Depreciation and amortization expense included in the pro forma results reflect the acquisition-date fair values assigned to the definite-lived intangible assets and fixed assets of Tempel assuming a June 1, 2020 acquisition date. Adjustments have been made to remove acquisition-related costs and the acquisition date fair value adjustment to acquired inventories. The pro forma adjustments noted above have been adjusted for the applicable income tax impact. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on June 1, 2020.

	Fiscal Years Ended May 31,
	2022		2021
Net sales	$	4,307,812	$	2,446,142
Net earnings attributable to controlling interest	$	199,351	$	171,850

Note N – Derivative Financial Instruments and Hedging Activities

We utilize derivative financial instruments to primarily manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative financial instruments include foreign currency exchange risk and commodity price risk. While certain of our derivative financial instruments are designated as hedging instruments, we also enter into derivative financial instruments that are designed to hedge a risk, but are not designated as hedging instruments and therefore do not qualify for hedge accounting. These derivative financial instruments are adjusted to current fair value through earnings at the end of each period.

Commodity Price Risk Management – We are exposed to changes in the price of certain commodities, including steel, scrap, zinc and other raw materials, and our utility requirements. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases and sales of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative financial instruments to manage the associated price risk.

We are exposed to counterparty credit risk on all of our derivative financial instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place with certain counterparties to limit our credit exposure. These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold. We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material.

Refer to “Note O – Fair Value Measurements” for additional information regarding the accounting treatment for our derivative financial instruments, as well as how fair value is determined.

F-42

The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in the combined balance sheet at May 31, 2023:

	Asset Derivatives				Liability Derivatives
(In thousands)	Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments:
Commodity contracts		Receivables	$	—		Accounts payable	$	2,680
		Other assets		51		Other liabilities		142
Total			$	51			$	2,822
Derivatives not designated as hedging instruments:
Commodity contracts		Receivables	$	2,245		Accounts payable	$	6,994
		Other assets		—		Other liabilities		36
Total			$	2,245			$	7,030
Total derivative financial instruments			$	2,296			$	9,852

The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis, where allowable under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been a $7,304 increase in receivables with a corresponding increase in accounts payable.

The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in the combined balance sheet at May 31, 2022:

	Asset Derivatives				Liability Derivatives
(In thousands)	Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments:
Commodity contracts		Receivables	$	74		Accounts payable	$	2,818
Total			$	74			$	2,818
Derivatives not designated as hedging instruments:
Commodity contracts		Receivables	$	7,435		Accounts payable	$	3,708
		Other assets		48		Other liabilities		24
Total			$	7,483			$	3,732
Total derivative financial instruments			$	7,557			$	6,550

The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis, where allowable under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been a $4,431 increase in receivables with a corresponding increase in accounts payable.

Cash Flow Hedges

We enter into derivative financial instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions. These derivative financial instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on each of these derivative financial instruments is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative financial instrument is recognized in earnings immediately.

F-43

The following table summarizes our cash flow hedges outstanding at May 31, 2023:

(In thousands)	Notional Amount		Maturity Date
Commodity contracts	$	53,045		June 2023 - September 2024

The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into earnings for derivative financial instruments designated as cash flow hedges during fiscal 2023 and fiscal 2022:

(In thousands)	Gain (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Net Earnings		Gain (Loss) Reclassified from AOCI into Net Earnings
For the fiscal year ended May 31, 2023
Commodity contracts	$	(10,078	)		Cost of goods sold	$	(14,566	)
Totals	$	(10,078	)			$	(14,566	)
For the fiscal year ended May 31, 2022
Commodity contracts	$	8,557			Cost of goods sold	$	60,623
Totals	$	8,557				$	60,623

The estimated net amount of the losses recognized in AOCI at May 31, 2023, expected to be reclassified into net earnings within the succeeding twelve months is $2,432 (net of tax of $811). This amount was computed using the fair value of the cash flow hedges at May 31, 2023, and will change before actual reclassification from other comprehensive income to net earnings during fiscal 2024.

Economic (Non-designated) Hedges

We enter into foreign currency exchange contracts to manage our foreign currency exchange rate exposure related to intercompany and financing transactions that do not meet the requirements for hedge accounting treatment. We also enter into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative financial instruments are adjusted to current market value at the end of each period through earnings.

The following table summarizes our economic (non-designated) derivative financial instruments outstanding at May 31, 2023:

(In thousands)	Notional Amount		Maturity Date
Commodity contracts	$	2,359		June 2023 - December 2024

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during fiscal 2023 and fiscal 2022:

			Gain (Loss) Recognized in Earnings
			Fiscal Year Ended May 31,
(In thousands)	Location of Gain (Loss) Recognized in Earnings		2023			2022
Commodity contracts		Cost of goods sold	$	(11,706	)	$	16,465

F-44

Note O – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

Level 1 – Observable prices in active markets for identical assets and liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly or indirectly.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Recurring Fair Value Measurements

At May 31, 2023, our financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Derivative financial instruments (1)	$	—	$	2,296	$	—	$	2,296
Total assets	$	—	$	2,296	$	—	$	2,296
Liabilities
Derivative financial instruments (1)	$	—	$	9,852	$	—	$	9,852
Total assets	$	—	$	9,852	$	—	$	9,852

(1) The fair value of our derivative financial instruments was based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note N – Derivative Financial Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.

At May 31, 2022, our financial assets and liabilities measured at fair value on a recurring basis were as follows:

	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Derivative financial instruments (1)	$	—	$	7,557	$	—	$	7,557
Total assets	$	—	$	7,557	$	—	$	7,557
Liabilities
Derivative financial instruments (1)	$	—	$	6,550	$	—	$	6,550
Total assets	$	—	$	6,550	$	—	$	6,550

F-45

(1) The fair value of our derivative financial instruments was based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note N – Derivative Financial Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.

Non-Recurring Fair Value Measurements

At May 31, 2023, our assets and liabilities measured at fair value on a non-recurring basis were as follows:

	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Long-lived assets held for sale (1)	$	—	$	2,623	$	—	$	2,623
Total assets	$	—	$	2,623	$	—	$	2,623

(1) Comprised of the following: (1) idled equipment at the manufacturing facility in Taylor, Michigan; and (2) the net assets of Samuel’s toll processing facility in Cleveland, Ohio. Refer to “Note E – Goodwill and Other Long-Lived Assets” for additional information.

At May 31, 2022, our assets and liabilities measured at fair value on a non-recurring basis were as follows:

	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Long-lived assets held for sale (1)	$	—	$	700	$	—	$	700
Total assets	$	—	$	700	$	—	$	700

(1) Comprised of production equipment at our Twinsburg, Ohio facility with an estimated fair market value of $700. Refer to “Note E – Goodwill and Other Long-Lived Assets” for additional information.

The fair value of non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, accounts payable, short-term borrowings, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, and other liabilities approximate carrying value due to their short-term nature. Market pricing for the Company’s long-term debt with Parent is not available; however, based on the stated interest rate and tenor as well as the market movements since issuance, we do not believe fair value would be materially different from the carrying value of the notes (including current maturities), which was $20,000 and $35,000 at May 31, 2023 and 2022, respectively.

Note P – Leases

We lease office space, warehouses, vehicles, and equipment. Leases have remaining lease terms of 1 year to 20 years, some of which have renewal and termination options. Termination options are exercisable at our option. The lease terms used to recognize right-of-use assets and lease liabilities include periods covered by options to extend the lease where we are reasonably certain to exercise that option and periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option. The majority of the Company’s leases are operating leases. Finance leases are immaterial to the combined financial statements.

F-46

We determine if an arrangement meets the definition of a lease at inception. Operating lease ROU assets include any initial direct costs and prepayments less lease incentives. Lease terms include options to renew or terminate the lease when it is reasonably certain we will exercise such options. As most of our leases do not include an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date, in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of goods sold or SG&A expense depending on the underlying nature of the leased assets.

We lease certain property and equipment from third parties under non-cancellable operating lease agreements. Certain lease agreements provide for payment of property taxes, maintenance and insurance by us. Under Topic 842, we elected the practical expedient to account for lease and non-lease components as a single component for all asset classes. Certain leases include variable lease payments based on usage or an index or rate.

The components of lease expense for fiscal 2023 and fiscal 2022 were as follows:

(In thousands)	2023		2022
Operating lease expense:	$	9,549	$	8,594
Short-term lease expense		1,772		1,029
Variable lease expense		278		300
Total lease expense	$	11,599	$	9,923

Supplemental cash flow information for the fiscal years ended May 31, 2023 and 2022, is provided below:

(In thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows	$	5,683	$	5,937
ROU assets obtained in exchange for lease liabilities
Operating leases	$	12,093	$	67,997

Weighted average remaining lease terms and discount rates for operating leases for the fiscal years ended May 31, 2023 and 2022, is provided below:

	2023			2022
Weighted-average remaining lease term (in years)		14.63			16.39
Weighted-average discount rate		3.35	%		3.00	%

Future minimum lease payments for non-cancelable operating leases having an initial or remaining term in excess of one year at May 31, 2023, were as follows:

(In thousands)	Operating Leases
2024	$	8,365
2025		8,048
2026		7,605
2027		6,627
2028		6,386
Thereafter		61,258
Total	$	98,289
Less: imputed interest		(20,707	)
Present value of lease liabilities	$	77,582

F-47

Note Q – Related Party Transactions

Historically, the Company has been managed and operated in the normal course of business by Parent. Transactions between the Company and Parent have been accounted for as related party transactions in the accompanying combined financial statements, as described below:

Allocation of General Corporate Costs

Certain support functions are provided to the Company on a centralized basis from Parent, including information technology, human resources, finance, and corporate operations, amongst others, profit sharing and bonuses, and respective surpluses and shortfalls of various planned insurance expenses. For purposes of these combined financial statements, these corporate and other shared costs have been attributed to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of headcount or profitability, considering the characteristics of each respective cost. Management believes the assumptions regarding the allocation of Parent’s general corporate expenses are reasonable. Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect combined results of operations, financial position and cash flows had it been a stand-alone public company during the periods presented. Substantially all of the allocated corporate costs are included in SG&A expense in the combined statements of earnings.

The Company’s allocated expenses from Parent, which are substantially recorded in SG&A expense in the combined statements of earnings were $70,738, $70,087 and $72,052 for the fiscal years ended May 31, 2023, 2022, and 2021, respectively.

Attribution of Separation Costs

Parent has and expects to continue to incur direct and incremental costs in connection with the anticipated separation, including fees paid to third-party parties for audit, advisory and legal services to effect the separation, nonrecurring employee-related costs, such as retention bonuses, and nonrecurring functional costs associated with the separation of shared corporate functions. These costs have been directly attributed to us to the extent incurred to our direct benefit and are presented separately in our combined statements of earnings as “Separation costs.”

Sales to Parent

Net sales to Parent for fiscal 2023, fiscal 2022 and fiscal 2021 totaled $109,791, $135,648 and $68,371 respectively.

Due to/from Parent

Given that cash is managed centrally, long-term intercompany financing arrangements are used to fund expansion or certain working capital needs. Excluding the TWB Term Loan disclosed in “Note H – Debt and Receivables Securitization,” debt resulting from these long-term intercompany financing arrangements have been reflected in net parent investment within equity.

Amounts due to Parent under the TWB Term Loan totaled $20,000 at May 31, 2023, all of which is presented in current maturities of long-term debt due to Parent in the corresponding combined balance sheet. The corresponding interest expense, which accrues at a rate of 5.0% per annum, was $1,438 and $2,438 in fiscal 2023 and 2022, respectively. Refer to Note H – Debt and Receivables Securitization for additional information.

F-48

Transactions with Affiliated Companies

We purchase from, and sell to, affiliated companies (primarily the unconsolidated joint ventures of Parent) certain raw materials and services at prevailing market prices. Net sales to affiliated companies during fiscal 2023, 2022, and 2021 totaled $35,836, $82,447 and $41,408, respectively. Purchases from affiliated companies were not significant in fiscal 2023 and totaled $9,698 and $2,761 in fiscal 2022 and 2021, respectively. Account Receivable and Account Payable from affiliated companies were not significant at either May 31, 2023 or May 31, 2022.

Net Parent Investment

Related party transactions between the Company and Parent have been included within net parent investment in the combined balance sheets in the historical periods presented as these related party transactions were part of the centralized cash management program and were not settled in cash. Net parent investment in the combined balance sheet and combined statement of equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent, and the Company’s retained earnings.

Net transfers from Worthington are included within Net parent investment. The reconciliation of total net transfers to and from Parent to the corresponding amount presented in the Combined Statement of Cash Flows are as follows:

	Fiscal Year Ended May 31,
($ in thousands)	2023			2022		2021
Total net transfers (to) from parent per combined statements of equity	$	(187,251	)	$	327,983	$	(92,907	)
Less: depreciation expense allocated from Parent		2,577			3,083		3,310
Less: stock-based compensation		9,986			8,017		9,769
Total net transfers (to) from parent per combined statement of cash flows	$	(199,814	)	$	316,883	$	(105,986	)

Note R – Subsequent Events

On June 29, 2023, we elected to terminate the AR Facility. No early termination or other similar fees or penalties were paid in connection with the termination of the AR Facility.

F-49

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

Description	Balance at Beginning of Period		Charged to Costs and Expenses			Adjustments to Allowance			Balance at End of Period
Fiscal 2023:
Deducted from asset accounts: Allowance for possible losses on trade accounts receivable	$	789	$	1,625		$	167		$	2,581
Fiscal 2022:
Deducted from asset accounts: Allowance for possible losses on trade accounts receivable	$	108	$	739		$	(58	)	$	789
Fiscal 2021:
Deducted from asset accounts: Allowance for possible losses on trade accounts receivable	$	316	$	(183	)	$	(25	)	$	108

F-50

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED BALANCE SHEETS (UNAUDITED)

(In thousands)

	(Unaudited)
	August 31, 2023		May 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	27,401	$	32,678
Receivables, less allowances of $1,918 and $2,581 at August 31, 2023 and May 31, 2023, respectively		497,693		468,024
Inventories:
Raw materials		204,168		173,865
Work in process		174,408		164,059
Finished products		79,411		76,830
Total inventories		457,987		414,754
Income taxes receivable		4,143		4,293
Assets held for sale		1,979		3,381
Prepaid expenses and other current assets		66,590		57,756
Total current assets		1,055,793		980,886
Investment in unconsolidated affiliate		123,507		114,550
Operating lease assets		73,737		75,281
Goodwill		78,591		78,642
Other intangible assets, net of accumulated amortization of $40,480 and $38,893 at August 31, 2023 and May 31, 2023, respectively		81,789		83,374
Deferred income taxes		6,270		6,270
Other assets		10,457		10,984
Property, plant and equipment:
Land		37,534		37,577
Buildings and improvements		169,369		168,606
Machinery and equipment		848,833		847,521
Construction in progress		34,524		20,265
Total property, plant and equipment		1,090,260		1,073,969
Less: accumulated depreciation		673,678		659,591
Total property, plant and equipment, net		416,582		414,378
Total assets	$	1,846,726	$	1,764,365

See condensed notes to combined financial statements.

F-51

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED BALANCE SHEETS (UNAUDITED)

(In thousands)

	(Unaudited)
	August 31, 2023			May 31, 2023
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	405,160		$	402,177
Short-term borrowings		—			2,813
Accrued compensation, contributions to employee benefit plans and related taxes		28,385			31,934
Other accrued items		12,235			15,540
Current operating lease liabilities		5,860			5,926
Current maturities of long-term debt due to Parent		20,000			20,000
Total current liabilities		471,640			478,390
Other liabilities		33,402			33,648
Noncurrent operating lease liabilities		70,450			71,656
Deferred income taxes, net		23,831			26,096
Total liabilities		599,323			609,790
Equity:
Net parent investment		1,130,364			1,031,107
Accumulated other comprehensive loss, net of taxes of $(331) and $(2,596) at August 31, 2023 and May 31, 2023, respectively		(10,255	)		(2,149	)
Total equity—controlling interest		1,120,109			1,028,958
Noncontrolling interests		127,294			125,617
Total equity		1,247,403			1,154,575
Total liabilities and equity	$	1,846,726		$	1,764,365

See condensed notes to combined financial statements.

F-52

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED STATEMENTS OF EARNINGS (UNAUDITED)

(In thousands)

	Three Months Ended August 31,
	2023			2022
Net sales	$	905,828		$	1,074,638
Cost of goods sold		777,274			986,033
Gross margin		128,554			88,605
Selling, general and administrative expense		53,804			47,345
Impairment of long-lived assets		1,401			312
Restructuring and other expense, net		—			78
Separation costs		3,626			—
Operating income		69,723			40,870
Other income (expense):
Miscellaneous income, net		947			224
Interest expense, net		(536	)		(1,329	)
Equity in net income of unconsolidated affiliate		8,957			1,770
Earnings before income taxes		79,091			41,535
Income tax expense		17,036			10,257
Net earnings		62,055			31,278
Net earnings attributable to noncontrolling interests		3,597			1,162
Net earnings attributable to controlling interest	$	58,458		$	30,116

See condensed notes to combined financial statements.

F-53

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands)

	Three Months Ended August 31,
	2023			2022
Net earnings	$	62,055		$	31,278
Other comprehensive income (loss)
Foreign currency translation		(720	)		(3,420	)
Pension liability adjustment, net of tax		17			(33	)
Cash flow hedges, net of tax		(7,403	)		(9,880	)
Other comprehensive income (loss)		(8,106	)		(13,333	)
Comprehensive income		53,949			17,945
Comprehensive income attributable to noncontrolling interests		3,597			1,162
Comprehensive income attributable to controlling interest	$	50,352		$	16,783

See condensed notes to combined financial statements.

F-54

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	Three Months Ended August 31,
	2023			2022
Operating activities:
Net earnings	$	62,055		$	31,278
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation and amortization		16,909			17,692
Impairment of long-lived assets		1,401			312
Benefit from deferred income taxes		(77	)		(73	)
Bad debt expense (income)		(671	)		354
Equity in net income of unconsolidated affiliate, net of distributions		(8,957	)		(1,770	)
Net loss on sale of assets		27			24
Stock-based compensation		2,754			2,255
Changes in assets and liabilities, net of impact of acquisitions:
Receivables		(32,925	)		15,050
Inventories		(43,233	)		58,217
Accounts payable		3,631			(91,696	)
Accrued compensation and employee benefits		(3,549	)		(6,820	)
Other operating items, net		(18,061	)		(10,618	)
Net cash (used in) provided by operating activities		(20,696	)		14,205
Investing activities:
Investment in property, plant and equipment		(17,284	)		(11,101	)
Proceeds from sale of assets, net of selling costs		48			2
Net cash (used in) investing activities		(17,236	)		(11,099	)
Financing activities:
Transfers from Parent, net		37,388			36,070
Net repayments of short-term borrowings		(2,813	)		(32,443	)
Payments to noncontrolling interests		(1,920	)		—
Net cash provided by financing activities		32,655			3,627
(Decrease) increase in cash and cash equivalents		(5,277	)		6,733
Cash and cash equivalents at beginning of period		32,678			20,052
Cash and cash equivalents at end of period	$	27,401		$	26,785

See condensed notes to combined financial statements.

F-55

STEEL PROCESSING BUSINESS OF WORTHINGTON INDUSTRIES, INC.

CONDENSED NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands)

Note A – The Proposed Separation, Description of the Business, and Basis of Presentation

The Proposed Separation

On September 29, 2022, Worthington Industries, Inc. (“Worthington” or “Parent”) announced its intention to spin off its existing steel processing business (“Worthington Steel,” the “Company,” “we,” “us,” or “our”) into a stand-alone publicly traded company through a generally tax-free pro rata distribution of 100% of the common shares of Worthington Steel (the “Distribution”) to Parent’s shareholders. While Parent currently intends to effect the distribution, subject to satisfaction of certain conditions, it has no obligation to pursue or consummate any dispositions of its ownership interest in us, including through the distribution, by any specified date or at all. The distribution is subject to various conditions, including the transfer of assets and liabilities to us in accordance with the separation agreement; the making of a cash distribution from Worthington Steel to the Parent as partial consideration for the contribution of the assets; receipt of any necessary regulatory or other approvals; due execution and delivery of the agreements relating to the separation; no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition in effect preventing the consummation of the separation, the distribution or any of the related transactions; acceptance for listing on the NYSE of the our common shares to be distributed, subject to official notice of distribution; completion of the financing described under the section entitled “Description of Certain Indebtedness” and no other event or development having occurred or in existence that, in the judgment of the Board, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions.

The conditions to the distribution may not be satisfied, Worthington may decide not to consummate the distribution even if the conditions are satisfied or Worthington may decide to waive one or more of these conditions and consummate the distribution even if all of the conditions are not satisfied. There can be no assurance whether or when any such transaction will be consummated or as to the final terms of any such transaction.

Direct and incremental costs incurred in connection with the anticipated Separation, including audit, advisory, and legal costs, are presented separately in our combined statements of earnings as “Separation costs.” Separation costs totaled $3,626 during three months ended August 31, 2023.

Description of the Business

Worthington Steel is one of North America’s premier value-added steel processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market leading positions in the North American carbon flat-rolled steel and tailor welded blanks industries and, with the recent acquisition of Tempel Steel Company (“Tempel”), are now one of the largest global producers of electrical steel laminations. For nearly 70 years, we have been delivering high quality steel processing capabilities across a variety of end-markets including automotive, heavy truck, agriculture, construction, and energy. With the ability to produce customized steel solutions, we aim to be the preferred value-added steel processor in the markets we serve by delivering highly technical, customer specific solutions, while also providing advanced materials support and price risk management solutions to optimize customer supply chains. Our scale and operating footprint allow us to achieve an advantaged cost structure and service platform supported by a strategic operating footprint. We serve our customers primarily by processing flat-rolled steel coils, which we source primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. We can sell steel on a direct basis, whereby we are exposed to the risk and rewards of ownership of the material while in our possession. Alternatively, we can also toll process steel under a fee for service arrangement whereby we process customer-owned material. Our manufacturing facilities further benefit from the flexibility to scale between direct versus tolling services based on demand dynamics throughout the year.

F-56

Basis of Presentation

Worthington Steel, Inc., which was established on February 28, 2023, will be Worthington Steel’s new ultimate parent company upon completion of the Distribution. Worthington Steel, Inc. has engaged in no business activities to date and has no assets or liabilities of any kind, other than those incident to its formation. Throughout the period covered by the combined financial statements, Worthington Steel operated as a business of Parent. The combined financial statements of the Company are prepared on a carve-out basis using the consolidated financial statements and accounting records of Parent in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Such combined financial statements include the historical operations that comprise the Worthington Steel business and reflect significant assumptions and allocations as well as certain assets and liabilities that have historically been held at Parent’s corporate level but are specifically identifiable or otherwise attributable to the Company. The carve-out financial statements may not include all expenses that would have been incurred had the Company existed as a separate, stand-alone entity during the periods presented.

The combined financial statements include the accounts of Worthington Steel and its consolidated subsidiaries. Investments in unconsolidated affiliates are accounted for using the equity method. Material intercompany accounts and transactions are eliminated.

We own controlling interests in the following three joint ventures: Spartan (52%), TWB (55%), and Samuel (63%). We also own a 51% controlling interest in WSP, which became a non-operating joint venture on October 31, 2022, when its remaining net assets were sold. These joint ventures are consolidated with the equity owned by the other joint venture members shown as noncontrolling interests in our combined balance sheets, and their portions of net earnings and other comprehensive income (loss) (“OCI”) shown as net earnings or comprehensive income attributable to noncontrolling interests in our combined statements of earnings and comprehensive income, respectively.

Our operations are managed principally on a products and services basis under a single group organizational structure. After the planned Separation, the financial information reviewed by the Company’s Chief Operating Decision Maker (“CODM”) for the purpose of assessing performance and allocating resources will be presented as a single component, or operating segment, and comprises all of the Company’s operations. The Company’s CODM will be its Chief Executive Office (“CEO”).

The income tax provision in the carve-out statement of earnings has been calculated as if Worthington Steel was operating on a stand-alone basis and filed separate tax returns in the jurisdictions in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the carve-out.

In addition, transactions and accounts which have occurred within the Company have been eliminated, based on historical intracompany activity. Parent’s net investment in these operations, including intercompany transactions between Parent and the Company, are reflected as net parent investment on the accompanying combined financial statements. Certain situations require management to make estimates based on judgments and assumptions, which may affect the reported amounts of assets and respective disclosures at the date of the financial statements. Management’s judgements and assumptions may also affect the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates made by Management.

The combined financial statements of Worthington Steel include certain costs of doing business incurred by Parent at the corporate level. These corporate costs are for certain support functions provided on a centralized basis such as expenses related to corporate functional and department costs, including information technology, human resources, finance, and corporate operations, amongst others, profit sharing and bonuses, and respective surpluses and shortfalls of various planned insurance expenses and they are included in the combined statements

F-57

of earnings, primarily within selling, general, and administrative expense. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remaining allocated using related drivers associated with the nature of the business, such as, headcount or profitability, considering the characteristics of each respective cost. Management believes the assumptions regarding the allocation of Parent’s general corporate expenses are reasonable.

All other third party-debt and related interest expense not directly attributable to the Company have been excluded from the combined financial statements because the Company is not the legal obligor of the debt and the borrowings are not specifically identifiable to the Company. Additionally, as described in “Note L- Related Party Transactions,” debt and related interest expense between Parent and our TWB joint venture has been attributed to the Company, as the Company is both the legal obligor and directly benefited from the borrowings. In connection with the planned Separation, the Company expects to incur indebtedness and such indebtedness would cause the Company to record additional interest expense in future periods.

Additionally. Parent has and expects to continue to incur direct and incremental costs in connection with the anticipated separation, including fees paid to third-party parties for audit, advisory and legal services to effect the separation, nonrecurring employee-related costs, such as retention bonuses, and nonrecurring functional costs associated with the separation of shared corporate functions. These costs have been directly attributed to us to the extent incurred to our direct benefit and are presented separately in our combined statements of earnings as “Separation costs.”

These combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect our combined results of earnings, balance sheet, and cash flows had we operated as a standalone company during the periods presented. Management considers these cost allocations to be reasonably reflective of the Company’s utilization of Parent’s corporate support services. Actual costs that would have been incurred if Worthington Steel had been a stand-alone company may have been different than these estimates during the periods presented.

Parent utilizes a centralized cash management program to manage cash for the majority of its entities. For entities that are enrolled in the program, all cash is swept into a cash pool. Accordingly, the cash and cash equivalents held by Parent at the corporate level were not attributed to the Company for any of the periods presented. The foreign operations of TWB and Tempel do not participate in the centralized cash management program. These cash amounts are specifically attributable to Worthington Steel and therefore are reflected in the accompanying combined balance sheets. Transfers of cash, both to and from Parent’s centralized cash management program, are reflected as a component of net parent investment on the accompanying combined balance sheets and as a financing activity on the accompanying combined statements of cash flows.

Note B – Revenue Recognition

The following table summarizes net sales by product class for the periods presented:

	Three Months Ended August 31,
(In thousands)	2023		2022
Product class
Direct	$	869,528	$	1,037,422
Toll		36,300		37,216
Total	$	905,828	$	1,074,638

F-58

The following table summarizes revenue that has been recognized over time for the periods presented:

	Three Months Ended August 31,
(In thousands)	2023		2022
Steel Processing - toll	$	36,300	$	37,216

The following table summarizes the unbilled receivables and contract assets at the dates indicated:

(In thousands)	Balance Sheet Classification	August 31, 2023 (1)		May 31, 2023 (1)
Unbilled receivables	Receivables	$	3,513	$	3,708

(1) There were no contract assets at either of the dates indicated above.

Note C – Investment in Unconsolidated Affiliate

We account for our 50% noncontrolling equity investment in Serviacero Worthington using the equity method of accounting. Serviacero Worthington provides steel processing services, such as pickling, blanking, slitting, multi-blanking and cutting-to-length, to customers in a variety of industries including automotive, appliance and heavy equipment.

We did not receive any distributions from Serviacero Worthington during the three months ended August 31, 2023 or the three months ended August 31, 2022.

The following table presents the financial position of Serviacero Worthington accounted for using the equity method for the periods presented:

(In thousands)	August 31, 2023		May 31, 2023
Cash and cash equivalents	$	2,855	$	12,197
Other current assets		271,895		238,213
Noncurrent assets		58,096		58,901
Total assets	$	332,846	$	309,311
Current liabilities		81,516		70,837
Other noncurrent liabilities		5,364		5,421
Equity		245,966		233,053
Total liabilities and equity	$	332,846	$	309,311

The following tables present summarized financial information for Serviacero Worthington for periods presented:

	Three Months Ended August 31,
(In thousands)	2023		2022
Net sales	$	151,850	$	162,618
Gross margin		21,291		9,098
Operating income		17,962		6,488
Depreciation and amortization		1,067		1,076
Interest expense		—		64
Income tax expense		737		1,751
Net earnings		17,913		3,540

F-59

Note D – Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

During the first quarter of fiscal 2023, we committed to plans to liquidate certain fixed assets at our Samuel joint venture’s toll processing facility in Cleveland, Ohio. In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair market value less costs to sell resulting in a pre-tax impairment charge of $312.

During the first quarter of fiscal 2024, we lowered our estimate of fair value less costs to sell to reflect the expected scrap value of the equipment, to $150, resulting in a pre-tax impairment charge of $1,401.

Note E – Contingent Liabilities and Commitments

Legal Proceedings

We are defendants in certain legal actions. In the opinion of management, the outcome of these actions, which is not clearly determinable at the present time, would not significantly affect our combined financial position or future results of operations. We also believe that environmental issues will not have a material effect on our capital expenditures, combined financial position or future results of operations.

Note F – Debt and Receivables Securitization

Term Loan Facility with Parent

On June 8, 2021, our consolidated TWB joint venture entered into a $50,000 term loan agreement (the “TWB Term Loan”) with a subsidiary of Parent that matures in annual installments through May 31, 2024. This note accrues interest at a rate of 5.0% per annum and had a balance of $20,000 at August 31, 2023 and May 31, 2023, which is classified separately within current liabilities in our combined balance sheet. The borrowings are the legal obligation of TWB and require settlement, in cash, in accordance with the loan agreement. As such, the debt and related interest have been attributed to the Company in the combined financial statements. The proceeds were used by TWB to finance the minority joint venture members’ portion of the Shiloh U.S BlankLight^® purchase price.

Tempel China

Tempel Steel Company’s China location (“Tempel China”) had short-term loan facilities, which were used to finance steel purchases, and were collateralized by Tempel China property and equipment. Borrowings outstanding under the facility totaled $2,813 at May 31, 2023. These loans were paid off in June 2023, which resulted in a balance of $0 at August 31, 2023.

Accounts Receivable Securitization

On June 29, 2023, we terminated our revolving trade accounts receivable securitization facility (the “AR Facility”) because it was no longer needed. No early termination or other similar fees or penalties were paid in connection with the termination of the AR Facility.

F-60

Note G – Other Comprehensive Income (Loss)

The following table summarizes the tax effects on each component of OCI for the periods presented:

	Three Months Ended
	August 31, 2023								August 31, 2022
(In thousands)	Before-Tax			Tax		Net-of-Tax			Before-Tax			Tax			Net-of-Tax
Foreign currency translation	$	(720	)	$	—	$	(720	)	$	(3,420	)	$	—		$	(3,420	)
Pension liability adjustment		—			17		17			—			(33	)		(33	)
Cash flow hedges		(9,652	)		2,249		(7,403	)		(12,923	)		3,043			(9,880	)
Other comprehensive income (loss)	$	(10,372	)	$	2,266	$	(8,106	)	$	(16,343	)	$	3,010		$	(13,333	)

Note H – Changes in Equity

The following tables summarize the changes in equity by component and in total for the periods presented:

	Controlling Interest
(In thousands)	Net Parent Investment		Accumulated Other Comprehensive Income (Loss), Net of Tax			Total			Non- controlling Interests			Total
Balance at May 31, 2023	$	1,031,107	$	(2,149	)	$	1,028,958		$	125,617		$	1,154,575
Net earnings		58,458		—			58,458			3,597			62,055
Other comprehensive loss		—		(8,106	)		(8,106	)		—			(8,106	)
Transfers from Parent, net		40,799		—			40,799			—			40,799
Dividends to noncontrolling interests		—		—			—			(1,920	)		(1,920	)
Balance at August 31, 2023	$	1,130,364	$	(10,255	)	$	1,120,109		$	127,294		$	1,247,403

	Controlling Interest
(In thousands)	Net Parent Investment		Accumulated Other Comprehensive Income (Loss), Net of Tax			Total			Non- controlling Interests		Total
Balance at May 31, 2022	$	1,131,303	$	1,848		$	1,133,151		$	133,210	$	1,266,361
Net earnings		30,116		—			30,116			1,162		31,278
Other comprehensive loss		—		(13,333	)		(13,333	)		—		(13,333	)
Transfers from Parent, net		38,892		—			38,892			—		38,892
Dividends to noncontrolling interests		—		—			—			—		—
Balance at August 31, 2022	$	1,200,311	$	(11,485	)	$	1,188,826		$	134,372	$	1,323,198

The following table summarizes the changes in accumulated OCI for the periods presented:

(In thousands)	Foreign Currency Translation			Pension Liability Adjustment		Cash Flow Hedges			Accumulated Other Comprehensive Loss
Balance at May 31, 2023	$	(10,628	)	$	5,995	$	2,484		$	(2,149	)
Other comprehensive loss before reclassifications		(720	)		—		(1,652	)		(2,372	)
Reclassification adjustments to net earnings (a)		—			—		(8,000	)		(8,000	)
Income tax effect		—			17		2,249			2,266
Balance at August 31, 2023	$	(11,348	)	$	6,012	$	(4,919	)	$	(10,255	)

F-61

(In thousands)	Foreign Currency Translation			Pension Liability Adjustment			Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Balance at May 31, 2022	$	(3,813	)	$	6,632		$	(971	)	$	1,848
Other comprehensive loss before reclassifications		(3,420	)		—			(11,355	)		(14,775	)
Reclassification adjustments to net earnings (a)		—			—			(1,568	)		(1,568	)
Income tax effect		—			(33	)		3,043			3,010
Balance at August 31, 2022	$	(7,233	)	$	6,599		$	(10,851	)	$	(11,485	)

(a) The statement of earnings classification of amounts reclassified to net income include:

(1) Cash flow hedges – disclosed in “Note J – Derivative Financial Instruments and Hedging Activities.”

Note I – Income Taxes

Income tax expense for the three months ended August 31, 2023 and 2022 reflected estimated annual effective income tax rates of 22.9% and 25.4%, respectively, and excluded any impact from the inclusion of net earnings attributable to noncontrolling interests in our combined statements of earnings. Net earnings attributable to noncontrolling interests are a result of our Samuel, Spartan, TWB and WSP (through the disposition of its remaining net assets on October 31, 2022) consolidated joint ventures. The net earnings attributable to the noncontrolling interests in Samuel, Spartan, TWB and WSP’s U.S. operations do not generate tax expense to us since the investors in Samuel, Spartan, TWB and WSP’s U.S. operations are taxed directly based on the earnings attributable to them. The tax expense of TWB’s wholly-owned foreign corporations is reported in our combined income tax expense. Management is required to estimate the annual effective income tax rate based upon its forecast of annual pre-tax income for domestic and foreign operations. Our actual effective income tax rate for fiscal 2024 could be materially different from the forecasted rate as of August 31, 2023.

Note J – Derivative Financial Instruments and Hedging Activities

We utilize derivative financial instruments to primarily manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative financial instruments include foreign currency exchange risk and commodity price risk. While certain of our derivative financial instruments are designated as hedging instruments, we also enter into derivative financial instruments that are designed to hedge a risk, but are not designated as hedging instruments and therefore do not qualify for hedge accounting. These derivative financial instruments are adjusted to current fair value through earnings at the end of each period.

Commodity Price Risk Management – We are exposed to changes in the price of certain commodities, including steel, scrap, zinc and other raw materials, and our utility requirements. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases and sales of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative financial instruments to manage the associated price risk.

We are exposed to counterparty credit risk on all of our derivative financial instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place with certain counterparties to limit our credit exposure. These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold. We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material.

F-62

Refer to “Note K– Fair Value Measurements” for additional information regarding the accounting treatment for our derivative financial instruments, as well as how fair value is determined.

The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in the combined balance sheet at August 31, 2023:

	Asset Derivatives			Liability Derivatives
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	—	Accounts payable	$	6,223
	Other assets		—	Other liabilities		—
Total		$	—		$	6,223
Derivatives not designated as hedging instruments:
Commodity contracts	Receivables	$	1,056	Accounts payable	$	2,803
	Other assets		—	Other liabilities		19
Total			1,056			2,822
Total derivative financial instruments		$	1,056		$	9,045

The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis where allowable under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been a $3,232 increase in receivables with a corresponding increase in accounts payable.

The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in the combined balance sheet at May 31, 2023:

	Asset Derivatives			Liability Derivatives
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	—	Accounts payable	$	2,680
	Other assets		51	Other liabilities		142
Total		$	51		$	2,822
Derivatives not designated as hedging instruments:
Commodity contracts	Receivables	$	2,245	Accounts payable	$	6,994
	Other assets		—	Other liabilities		36
Total		$	2,245		$	7,030
Total derivative financial instruments		$	2,296		$	9,852

The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis, where allowable under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been a $7,304 increase in receivables with a corresponding increase in accounts payable.

Cash Flow Hedges

We enter into derivative financial instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions. These derivative financial instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on each of these derivative financial instruments is reported as a component of OCI and reclassified

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into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative financial instrument is recognized in earnings immediately.

The following table summarizes our cash flow hedges outstanding at August 31, 2023:

(In thousands)	Notional Amount		Maturity Date
Commodity contracts	$	34,429		September 2023 - September 2024

The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into net earnings for derivative financial instruments designated as cash flow hedges for the periods presented:

(In thousands)	Gain (Loss) Recognized in OCI			Location of Gain (Loss) Reclassified from AOCI into Net Earnings	Gain (Loss) Reclassified from AOCI into Net Earnings
For the three months ended August 31, 2023:
Commodity contracts	$	(1,652	)	Cost of goods sold	$	8,000
Total	$	(1,652	)		$	8,000
For the three months ended August 31, 2022:
Commodity contracts	$	(11,355	)	Cost of goods sold	$	1,568
Total	$	(11,355	)		$	1,568

The estimated net amount of the losses recognized in AOCI at August 31, 2023, expected to be reclassified into net earnings within the succeeding twelve months is $4,919 (net of tax of $1,488). This amount was computed using the fair value of the cash flow hedges at August 31, 2023, and will change before actual reclassification from OCI to net earnings during the fiscal years ending May 31, 2024 and May 31, 2025.

Economic (Non-designated) Hedges

We enter into foreign currency exchange contracts to manage our foreign currency exchange rate exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment. We also enter into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative financial instruments are adjusted to current market value at the end of each period through gain (loss) recognized in earnings.

The following table summarizes our economic (non-designated) derivative financial instruments outstanding at August 31, 2023:

(In thousands)	Notional Amount		Maturity Date(s)
Commodity contracts	$	11,067		September 2023 - December 2024

The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments for the periods presented:

	Location of Gain (Loss) Recognized in Earnings	Gain (Loss) Recognized In Earnings for the Three Months Ended August 31,
(In thousands)		2023		2022
Commodity contracts	Cost of goods sold	$	474	$	(4,036	)
Total		$	474	$	(4,036	)

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Note K – Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:

Level 1 – Observable prices in active markets for identical assets and liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly or indirectly.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Recurring Fair Value Measurements

At August 31, 2023, our assets and liabilities measured at fair value on a recurring basis were as follows:

(In thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Derivative financial instruments (1)	$	—	$	1,056	$	—	$	1,056
Total assets	$	—	$	1,056	$	—	$	1,056
Liabilities
Derivative financial instruments (1)	$	—	$	9,045	$	—	$	9,045
Total liabilities	$	—	$	9,045	$	—	$	9,045

(1) The fair value of our derivative financial instruments was based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note J– Derivative Financial Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.

At May 31, 2023, our assets and liabilities measured at fair value on a recurring basis were as follows:

(In thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Derivative financial instruments (1)	$	—	$	2,296	$	—	$	2,296
Total assets	$	—	$	2,296	$	—	$	2,296
Liabilities
Derivative financial instruments (1)	$	—	$	9,852	$	—	$	9,852
Total liabilities	$	—	$	9,852	$	—	$	9,852

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(1) The fair value of our derivative financial instruments was based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note J – Derivative Financial Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.

Non-Recurring Fair Value Measurements

At August 31, 2023, our assets measured at fair value on a non-recurring basis were as follows:

(In thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Long-lived assets held and used (1)	$	—	$	150	$	—	$	150
Total assets	$	—	$	150	$	—	$	150

(1) Comprised of production equipment at our former toll processing facility in Cleveland, Ohio. Refer to “Note D – Impairment of Long-Lived Assets” for additional information.

At May 31, 2023, our assets measured at fair value on a non-recurring basis were as follows:

(In thousands)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Totals
Assets
Long-lived assets held for sale (1)	$	—	$	2,623	$	—	$	2,623
Total assets	$	—	$	2,623	$	—	$	2,623

(1) Comprised of the following: (1) idled equipment at the manufacturing facility in Taylor, Michigan; and (2) the net assets of our former toll processing facility in Cleveland, Ohio.

The fair value of non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, accounts payable, short-term borrowings, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, and other liabilities approximate carrying value due to their short-term nature. Market pricing for the Company’s long-term debt with Parent is not available; however, based on the stated interest rate and tenor as well as the market movements since issuance, we do not believe fair value would be materially different from the carrying value of the notes (including current maturities), which was $20,000 at August 31, 2023 and May 31, 2023.

Note L – Related Party Transactions

Historically, the Company has been managed and operated in the normal course of business by Parent. Transactions between the Company and Parent have been accounted for as related party transactions in the accompanying combined financial statements, as described below:

Allocation of General Corporate Costs

Certain support functions are provided to the Company on a centralized basis from Parent, including information technology, human resources, finance, and corporate operations, amongst others, profit sharing and bonuses, and

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respective surpluses and shortfalls of various planned insurance expenses. For purposes of these combined financial statements, these corporate and other shared costs have been attributed to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of headcount or profitability, considering the characteristics of each respective cost. Management believes the assumptions regarding the allocation of Parent’s general corporate expenses are reasonable. Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect combined results of operations, financial position and cash flows had it been a stand-alone public company during the periods presented. Substantially all of the allocated corporate costs are included in SG&A expense in the combined statements of earnings.

The Company’s allocated expenses from Parent, which are substantially recorded in SG&A expense in the combined statements of earnings, were $18,986 and $14,293 for the three months ended August 31, 2023 and August 31, 2022, respectively.

Attribution of Separation Costs

Attribution of Separation Costs Parent has and expects to continue to incur direct and incremental costs in connection with the anticipated separation, including fees paid to third-party parties for audit, advisory and legal services to effect the separation, nonrecurring employee-related costs, such as retention bonuses, and nonrecurring functional costs associated with the separation of shared corporate functions. These costs have been directly attributed to us to the extent incurred to our direct benefit and are presented separately in our combined statements of earnings as “Separation costs.”

Sales to Parent

Net sales to Parent for the three months ended August 31, 2023 and August 31, 2022 totaled $24,490 and $35,758, respectively.

Due to/from Parent

Given that cash is managed centrally, long-term intercompany financing arrangements are used to fund expansion or certain working capital needs. Excluding the TWB Term Loan disclosed in “Note F – Debt and Receivables Securitization,” debt resulting from these long-term intercompany financing arrangements have been reflected in net parent investment within equity.

Amounts due to Parent under the TWB Term Loan totaled $20,000 at August 31, 2023, all of which is presented in current maturities of long-term debt due to Parent in the corresponding combined balance sheet. The corresponding interest expense, which accrues at a rate of 5.0% per annum, was $252 and $441 in three months ended August 31, 2023 and August 31, 2022, respectively. Refer to Note F – Debt and Receivables Securitization for additional information.

Net Parent Investment

Related party transactions between the Company and Parent have been included within net parent investment in the combined balance sheets in the historical periods presented as these related party transactions were part of the centralized cash management program and were not settled in cash. Net parent investment in the combined balance sheet and combined statement of equity represents Parent’s historical investment in the Company, the net effect of transactions with and allocations from Parent, and the Company’s retained earnings.

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Net transfers from Worthington are included within Net parent investment. The reconciliation of total net transfers to and from Parent to the corresponding amount presented in the Combined Statement of Cash Flows are as follows:

	Three Months Ended August 31,
($ in thousands)	2023		2022
Total net transfers from parent per combined statements of equity	$	40,799	$	38,892
Less: depreciation expense allocated from Parent		657		684
Less: stock-based compensation		2,754		2,138
Total net transfers from parent per combined statement of cash flows	$	37,388	$	36,070

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