Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
+0.68%
$36.23
7% positive prob.
5-Day Prediction
-5.05%
$34.17
7% positive prob.
20-Day Prediction
+1.63%
$36.58
7% positive prob.
SEC 8-K filings with transcript text
Dec 19, 2025 · 86% conf.
1D
+0.68%
$36.23
Act: +0.92%
5D
-5.05%
$34.17
Act: -1.06%
20D
+1.63%
$36.58
8-K
false000196848700019684872025-12-172025-12-17
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On December 17, 2025, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Financial Release”) reporting results for the three months ended November 30, 2025 (the second quarter of fiscal 2026). A copy of the Financial Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on December 18, 2025, to discuss our unaudited financial results for the second quarter of fiscal 2026 and address our outlook for the third quarter of fiscal 2026. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference.
We have included financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial Release, the investor presentation, and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial Release and the investor presentation for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Item 8.01 Other Events. On December 17, 2025, we issued a news release (the “Dividend Release”) reporting that our board of directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on December 17, 2025, and is payable on March 27, 2026, to our shareholders of record at the close of business on March 13, 2026. A copy of the Dividend Release is filed herewith as Exhibit 99.4. Item 9.01 Financial Statements and Exhibits. (d) Exhibits:
Exhibit No.
Description
99.1
News Release of Worthington Steel, Inc. issued on December 17, 2025 (Financial Release)
99.2
Transcript of Worthington Steel, Inc. Earnings Conference Call held on December 18, 2025
99.3
Investor Presentation of Worthington Steel, Inc., dated December 17, 2025
99.4
News Release of Worthington S
Sep 29, 2025
8-K
0001968487false00019684872025-09-242025-09-24
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On September 24, 2025, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended August 31, 2025 (the first quarter of fiscal 2026). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on September 25, 2025, to discuss our unaudited financial results for the first quarter of fiscal 2026 and address our outlook for the second quarter of fiscal 2026. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release, the investor presentation and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release and the investor presentation for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Item 5.07 Submission of Matters to a Vote of Security Holders. On September 24, 2025, we held our 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on July 29, 2025, the record date for the Annual Meeting, there were a total of 50,870,805 common shares outstanding and entitled to vote. At the Annual Meeting, the holders of 45,234,278 (in excess of 88%) of our common shares were represented by proxy, constituting a quorum.
The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows:
Proposal 1 — Election of Directors
Votes For
Votes Against
Abstentions
Broker Non-Votes
Jon J. Bowsher
35,619,116
6,235,543
38,206
3,341,413
Charles M. Chiappone
39,296,870
2,546,167
49,828
3,341,413
Mary Sch
Jun 27, 2025
8-K
false000196848700019684872025-06-242025-06-24
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On June 25, 2025, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months and fiscal year ended May 31, 2025 (the fourth quarter of fiscal 2025). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on June 26, 2025, to discuss our fourth quarter and full year fiscal 2025 unaudited financial results and address certain matters related to our outlook for the first quarter of fiscal 2026. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release, the investor presentation and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release and the investor presentation for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 24, 2025, Carl A. Nelson Jr., informed our Board of Directors (the “Board”) that he will retire from the Board effective as of September 24, 2025. There were no disagreements between the Company and Mr. Nelson related to his retirement.
On June 25, 2025, the Board appointed Mark C. Davis, who currently serves as Co-Chair of Lank Acquisition Corp, as a director to fill the director’s office created by the Board increasing its size to 12 members pursuant to our Amended Regulations. Mr. Davis will serve until our 2027 annual meeting of shareholders and until his successor is duly elected and quali
Mar 21, 2025
8-K
0001968487false00019684872025-03-192025-03-19
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2025
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On March 19, 2025, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended February 28, 2025 (the third quarter of fiscal 2025). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on March 20, 2025, to discuss our unaudited financial results for the third quarter of fiscal 2025 and addressed certain matters related to our outlook for the fourth quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release, the investor deck and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release and the investor deck for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Item 8.01 Other Events. On March 19, 2025, we issued a news release (the “Dividend Release”) reporting that our Board of Directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on March 19, 2025, and is payable on June 27, 2025, to our shareholders of record at the close of business on June 13, 2025. A copy of the Dividend Release is filed herewith as Exhibit 99.4. Item 9.01 Financial Statements and Exhibits. (d) Exhibits:
Exhibit No.
Description
99.1
News Release of Worthington Steel, Inc. issued on March 19, 2025 (Financial News Release)
99.2
Transcript of Worthington Steel, Inc. Earnings Conference Call for Third Quarter of Fiscal 2025 held on March 20, 2025
99.3
Investor Presentation of Worthington Steel, Inc., dated Marc
Dec 20, 2024
8-K
0001968487false00019684872024-12-182024-12-18
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On December 18, 2024, Worthington Steel, Inc. (“we,” “us,” “our” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended November 30, 2024 (the second quarter of fiscal 2025). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on December 19, 2024, to discuss our unaudited financial results for the second quarter of fiscal 2025 and addressed certain matters related to our outlook for the third quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference. During the conference call, we referenced an investor presentation that was made available on our website throughout the conference call. The investor presentation is included herewith as Exhibit 99.3 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release, the investor deck and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release and the investor deck for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 18, 2024, our Board of Directors (the “Board”) appointed Scott Kelly, who currently serves as Senior Vice President of Operations of NPL Construction Company, a subsidiary of Centuri Group, Inc., as a director to fill the director’s office created by the Board increasing its size to 11 members pursuant to our Amended Regulations. Mr. Kelly will serve until our 2027 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. In connection with his appointment, the Board also appointed Mr. Kelly to serve as a member of the Nominating
Sep 30, 2024
8-K
0001968487false00019684872024-09-252024-09-25
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 W. Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On September 25, 2024, Worthington Steel, Inc. (“we,” “us,” “our,” “Company” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended August 31, 2024 (the first quarter of fiscal 2025). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on September 26, 2024, to discuss our unaudited financial results for the first quarter of fiscal 2025 and addressed certain matters related to our outlook for the second quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 25, 2024, the registrant held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on July 30, 2024, the record date for the Annual Meeting, there were a total of 50,391,154 common shares of the registrant outstanding and entitled to vote. At the Annual Meeting, the holders of 43,523,773 (in excess of 86%) of the registrant’s common shares were represented by proxy, constituting a quorum.
The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows:
Proposal 1 — Election of Directors
Votes For
Votes Against
Abstentions
Broker Non-Votes
Geoffrey G. Gilmore
39,352,120
427,998
32,837
3,710,818
Carl A. Nelson, Jr.
38,643,211
1,055,340
114,404
3,710,818
George P. Stoe
39,558,438
230,083
24,434
3,710,818
At the Annual Meeting, the shareholders of the registrant elected each of Mr. Gilmore, Mr. Nelson and Mr. Stoe as a director of the registrant for a three-year term, expiring at
Jun 28, 2024
8-K
false000196848700019684872024-06-262024-06-26
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On June 26, 2024, Worthington Steel, Inc. (“we,” “us,” “our,” “Company” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended May 31, 2024 (the fourth quarter of fiscal 2024) and the twelve months ended May 31, 2024. A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on June 27, 2024, to discuss our unaudited financial results for the fourth quarter of fiscal 2024 and addressed certain matters related to our outlook for the first quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Item 8.01 Other Events. On June 26, 2024, we issued a news release (the “Dividend Release”) reporting that our Board of Directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on June 26, 2024, and is payable on September 27, 2024, to our shareholders of record at the close of business on September 13, 2024. A copy of the Dividend Release is filed herewith as Exhibit 99.3. Item 9.01 Financial Statements and Exhibits. (d) Exhibits:
Exhibit No.
Description
99.1
News Release of Worthington Steel, Inc. issued on June 26, 2024 (Financial News Release)
99.2
Transcript of Worthington Steel, Inc. Earnings Conference Call for Fourth Quarter of Fiscal 2024 held on June 27, 2024
99.3
News Release of Worthington Steel, Inc. issued on June 26, 2024 (Dividend Release)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
Mar 26, 2024
8-K
0001968487false00019684872024-03-202024-03-20
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2024
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 614 840-3462
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition. On March 21, 2024, Worthington Steel, Inc. (“we,” “us,” “our,” “the Company” and “the registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended February 29, 2024 (the third quarter of fiscal 2024) and the nine months ended February 29, 2024. A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on March 22, 2024, to discuss our unaudited financial results for the third quarter of fiscal 2024 and addressed certain matters related to our outlook for the fourth quarter of fiscal 2024. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 20, 2024, the Compensation Committee of our Board of Directors approved special shareholder wealth creation and leadership retention performance share (“Performance Shares”) awards for Geoffrey G. Gilmore, our President and Chief Executive Officer, John B. Blystone, our Executive Chairman, Jeff R. Klingler, our Executive Vice President and Chief Operating Officer and and Timothy A. Adams, our Vice President and Chief Financial Officer to be granted on April 1, 2024. The awards are in recognition of the executives’ key roles in our separation from Worthington Enterprises, Inc., the outstanding efforts associated with our post-separation transition into an independent company, for executive retention and shareholder alignment. The awards are subject to the terms of the Worthington Steel, Inc. 2023 Long-Term Incentive Plan (“2023 LTIP”) and the Performance Sha
Dec 22, 2023
8-K
0001968487false00019684872023-12-202023-12-20
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2023
(Exact name of Registrant as Specified in Its Charter)
Ohio
001-41830
92-2632000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
100 Old Wilson Bridge Road
Columbus, Ohio
43085
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 614 438-3210
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, without par value
WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On December 21, 2023, Worthington Steel, Inc. (“we," "us," "our," "the Company" and "the registrant") issued a news release (the “Financial News Release”) reporting results for the three months ended November 30, 2023 (the second quarter of fiscal 2024) and the six months ended November 30, 2023. A copy of the Financial News Release is included herewith as Exhibit 99.1 and is incorporated herein by reference.
We conducted a conference call on December 22, 2023 to discuss our unaudited financial results for the second quarter of fiscal 2024 ended November 30, 2023 and addressed certain matters related to the outlook for the coming months. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference.
On December 21, 2023 the Company issued a press release and on December 22, 2023 the Company conducted a conference call, both of which disclosed the Company’s second quarter fiscal 2024 results. Subsequent to issuing the press release and conducting the conference call, the Company identified an immaterial error in the number of its common shares issued and outstanding as of November 30, 2023. The number of common shares issued and outstanding as of November 30, 2023 included in the press release was 50,025,115. The correct number of common shares issued and outstanding as of November 30, 2023 was 49,286,517. The Company has updated and annotated the press release and the transcript of the conference call, both of which are furnished with this Current Report on Form 8-K, to reflect the correct number of common shares issued and outstanding and the impacted financial items, all of which were immaterial. The correct number of common shares issued and outstanding as of November 30, 2023, as well as the corresponding financial items, will also be reported in the Company’s Quarterly Report on Form 10-Q for the fiscal period ended November 30, 2023, which the Company anticipates filing on or before January 16, 2024.
We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.
The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section
This page provides Worthington Steel Inc. (WS) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on WS's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.