Worthington Steel, Inc.
For the period ended May 31, 2025. Filed Jul 29, 2025.
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.
FY2025 · Filed Jul 29, 2025
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
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Location | Exhibit | Filing Date |
| 2.1 | Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 2.1 | 12/5/2023 |
| 3.1 | Amended Articles of Incorporation of Worthington Steel, Inc. | 8-K | 3.1 | 12/5/2023 |
| 3.2 | Amended Regulations of Worthington Steel, Inc. | 8-K | 3.2 | 12/5/2023 |
| 4.1 | Description of Capital Stock of Worthington Steel, Inc. | 10-K | 4.1 | 8/2/2024 |
| 10.1 | Transition Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.1 | 12/5/2023 |
| 10.2 | Tax Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.2 | 12/5/2023 |
| 10.3 | Employee Matters Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.3 | 12/5/2023 |
| 10.4 | Trademark License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.4 | 12/5/2023 |
| 10.5 | WBS License Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.5 | 12/5/2023 |
| 10.6+ | Steel Supply and Services Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. | 8-K | 10.6 | 12/5/2023 |
| 10.7† | Form of Indemnification Agreement for Directors | 8-K | 10.7 | 12/5/2023 |
| 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 | 8-K | 10.8 | 12/5/2023 |
| 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 | 10-K | 10.9 | 8/2/2024 |
| 10.10† | Worthington Steel, Inc. 2023 Long-Term Incentive Plan | 8-K | 10.9 | 12/5/2023 |
| 10.11† | Form of Restricted Stock Award Agreement (Time and Performance) under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | 10-12B/A | 10.11 | 11/14/2023 |
| 10.12† | Form of Restricted Stock Award Agreement under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | 10-12B/A | 10.12 | 11/14/2023 |
| 10.13† | Form of Non-Qualified Stock Option Award Agreement under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | 10-12B/A | 10.10 | 11/14/2023 |
| 10.14† | Form of Special Performance Share Retention Award Agreement under the Worthington Steel, Inc. 2023 Long-Term Incentive Plan | 8-K | 10.1 | 3/26/2024 |
| 10.15† | Form of Letter for Annual Long-Term Incentive Awards Grant | 10-K | 10.15 | 8/2/2024 |
| 10.16† | Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors | 8-K | 10.10 | 12/5/2023 |
| Incorporated by Reference(unless otherwise noted) | ||||
|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Location | Exhibit | Filing Date |
| 10.17† | Form of Non-Employee Director Restricted Stock Award Agreement under the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors | 10-12B/A | 10.14 | 11/14/2023 |
| 10.18† | Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan | 10-Q | 10.11 | 1/16/2024 |
| 10.19† | Worthington Steel, Inc. Deferred Compensation Plan for Directors | 10-Q | 10.12 | 1/16/2024 |
| 10.20† | Worthington Steel, Inc. Retirement Plan | 8-K | 10.13 | 12/5/2023 |
| 10.21 | Form of Indemnification Agreement for Officers | 10-12B/A | 10.17 | 11/14/2023 |
| 10.22† | Form of Worthington Steel, Inc. Annual Incentive Plan for Executives | 10-12B/A | 10.8 | 11/14/2023 |
| 10.23* | Letter of Offer with Business Development Bank of Canada | |||
| 10.24* | Amended Letter of Offer with Business Development Bank of Canada | |||
| 19.1 | Worthington Steel, Inc. Insider Trading Policy | 10-K | 19.1 | 8/2/2024 |
| 21.1* | Subsidiaries of Worthington Steel, Inc. | |||
| 23.1* | Consent of Independent Registered Public Accounting Firm (KPMG LLP) | |||
| 24.1* | Powers of Attorney of Directors and Certain Executive Officers of Worthington Steel, Inc. | |||
| 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 | |||
| 97.1 | Worthington Steel, Inc. Executive Officer Clawback Policy | 10-K | 97.1 | 8/2/2024 |
| 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 | |||
- Filed herewith.
** Furnish 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 Form 10-K are the following documents formatted in Inline XBRL (eXtensible Business Reporting Language):
(i)
Consolidated Balance Sheets at May 31, 2025 and 2024;
(ii)
Consolidated and Combined Statements of Earnings for the fiscal years ended May 31, 2025, 2024 and 2023;
(iii)
Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended May 31, 2025, 2024 and 2023;
(iv)
Consolidated and Combined Statements of Equity for the fiscal years ended May 31, 2025, 2024 and 2023;
(v)
Consolidated and Combined Statements of Cash Flows for the fiscal years ended May 31, 2025, 2024 and 2023; and
(vi)
Notes to Consolidated and Combined Financial Statements – fiscal years ended May 31, 2025, 2024 and 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.