Worthington Steel Inc
For the period ended May 31, 2024. Filed Aug 2, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Aug 2, 2024
WS$38.92+6.0%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
INDEX TO EXHIBITS
| Exhibit | Description of Exhibit | Location |
| 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 |
| 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 |
| 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 |
| 4.1 | Description of Capital Stock of Worthington Steel, Inc. | Filed herewith |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 10.7† | Form of Indemnification Agreement for Directors | 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 |
| 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 |
| 10.9 | First Amendment to Revolving Credit and Security Agreement, dated July 23, 2024, by and among Worthington Steel, Inc., the other guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as Agent | Filed herewith |
| 10.10† | 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 |
| 10.11† | Form of Restricted Stock Award Agreement (Time and Performance) under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.11 to the Company’s Amendment No. 3 to Form 10 filed with the SEC on November 14, 2023 |
| Exhibit | Description of Exhibit | Location |
| 10.12† | Form of Restricted Stock Award Agreement under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.12 to the Company’s Amendment No. 3 to Form 10 filed with the SEC on November 14, 2023 |
| 10.13† | Form of Non-Qualified Stock Option Award Agreement under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 3 to Form 10 filed with the SEC on November 14, 2023 |
| 10.14† | Form of Special Performance Share Retention Award Agreement under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2024 |
| 10.15† | Form of Letter for Annual Long-Term Incentive Awards Grant | Filed herewith |
| 10.16† | 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 |
| 10.17† | Form of Non-Employee Director Restricted Stock Award Agreement under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors | Incorporated by reference to Exhibit 10.14 to the Company’s Amendment No. 3 to Form 10 filed with the SEC on November 14, 2023 |
| 10.18† | Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan | Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 16, 2024 |
| 10.19† | Worthington Steel, Inc. Deferred Compensation Plan for Directors | Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 16, 2024 |
| 10.20† | 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 |
| 10.21 | Form of Indemnification Agreement for Officers | Incorporated by reference to Exhibit 10.17 to the Company’s Amendment No. 3 to Form 10 filed with the SEC on November 14, 2023 |
| 10.22† | Form of Worthington Steel, Inc. Annual Incentive Plan for Executives | Incorporated by reference to Exhibit 10.8 to the Company’s Amendment No. 3 to Form 10 filed with the SEC on November 14, 2023 |
| 19.1 | Worthington Steel, Inc. Insider Trading Policy | Filed herewith |
| 21.1 | Subsidiaries of Worthington Steel, Inc. | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm (KPMG LLP) | Filed herewith |
| 24.1 | Powers of Attorney of Directors and Certain Executive Officers of Worthington Steel, Inc. | Filed herewith |
| 31.1 | Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Executive Officer) | Filed herewith |
| 31.2 | Rule 13a - 14(a) / 15d - 14(a) Certifications (Principal Financial Officer) | Filed herewith |
| Exhibit | Description of Exhibit | Location |
| 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 | Filed herewith |
| 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 | Filed herewith |
| 97.1 | Worthington Steel, Inc. Executive Officer Clawback Policy | Filed herewith |
| 101.INS | Inline XBRL Instance Document | The instance document does not appear in the Interactive Date File because its XBRL tabs are imbedded within the Inline XBRL document. |
| 101.SCH# | Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents | Submitted electronically herewith |
| 104 | Cover Page Interactive Date File | The cover page from this Form 10-K, formatted in Inline XBRL is included within the Exhibit 101 attachments |
† 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 Form 10-K are the following documents formatted in Inline XBRL (eXtensible Business Reporting Language):
(i)
Consolidated and Combined Balance Sheets at May 31, 2024 and 2023;
(ii)
Consolidated and Combined Statements of Earnings for the fiscal years ended May 31, 2024, 2023 and 2022;
(iii)
Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended May 31, 2024, 2023 and 2022;
(iv)
Consolidated and Combined Statements of Equity for the fiscal years ended May 31, 2024, 2023 and 2022;
(v)
Consolidated and Combined Statements of Cash Flows for the fiscal years ended May 31, 2024, 2023 and 2022; and
(vi)
Notes to Consolidated Financial Statements – fiscal years ended May 31, 2024, 2023 and 2022.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.