UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 22, 2023, Worthington Steel, Inc. (the “Company”) filed a certificate of amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Ohio, which became effective as of such date. The Amendment (i) effected a stock split of the 100 then-outstanding common shares of the Company to provide a sufficient capitalization of the Company to enable Worthington Industries, Inc. (“Worthington Industries”) to complete the pro rata distribution of 100% of the Company’s outstanding common shares to Worthington Industries’ shareholders, with each Worthington Industries shareholder as of the previously-announced record date of November 21, 2023 (the “Record Date”) receiving one common share of the Company for every one common share of Worthington Industries held as of the Record Date, and (ii) eliminated the Company’s stated capital. Following the stock split, there are 50,025,115 common shares of the Company outstanding.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation of Worthington Steel, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 27, 2023
| WORTHINGTON STEEL, INC. | ||||
| By: | /s/ Geoffrey Gilmore | |||
| Name: | Geoffrey Gilmore | |||
| Title: | Chief Executive Officer | |||