Worthington Steel Inc
For the period ended Nov 30, 2023. Filed Jan 16, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2023 · Filed Jan 16, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 6. Exhibits
| Exhibit No. | Description |
| 2.1 | Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023 (SEC File No. 001-41830)) |
| 3.1 | Amended Articles of Incorporation of Worthington Steel, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023 (SEC File No. 001-41830)) |
| 3.2 | Amended Regulations of Worthington Steel, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 5, 2023 (SEC File No. 001-41830)) |
| 10.1 | Transition Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.2 | Tax Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.3 | Employee Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.4 | Trademark License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.5 | WBS License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.6+ | Steel Supply Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.7 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.8 | Revolving Credit and Security Agreement, dated November 30, 2023, by and among Worthington Steel, Inc., the other guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as Agent (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.9 | Worthington Steel, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.10 | Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 10.11* | Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan |
| 10.12* | Worthington Steel, Inc. Deferred Compensation Plan for Directors |
| 10.13 | Worthington Steel, Inc. Retirement Plan (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2023 (SEC File No. 001-41830)) |
| 31.1* | Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer) |
| 31.2* | Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer) |
| 32.1** | Certifications of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certifications of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document # |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document # |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document # |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document # |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document # |
| 104 | Cover Page Interactive Data File – the cover page from this Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2023, formatted in Inline XBRL (is included within the Exhibit 101 attachments). |
- Filed herewith.
** Furnished herewith.
† Indicates a management contract or compensatory plan or arrangement.
- Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
Attached as Exhibit 101 to this Quarterly Report on Form 10-Q of Worthington Steel are the following documents formatted in Inline XBRL (Extensible Business Reporting Language):
(i)
Combined Balance Sheets at November 30, 2023 and May 31, 2023;
(ii)
Combined Statements of Earnings for the three months and six months ended November 30, 2023 and November 30, 2022;
(iii)
Combined Statements of Comprehensive Income for the three months and six months ended November 30, 2023 and November 30, 2022;
(iv)
Combined Statements of Cash Flows for the three months and six months ended November 30, 2023 and November 30, 2022; and
(v)
Condensed Notes to Combined Financial Statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.