Worthington Steel, Inc.

Recent Business Developments

On March 25, 2026, the Board declared a quarterly cash dividend of $0.16 per common share payable on June 26, 2026 to shareholders of record at the close of business on June 12, 2026.

On January 15, 2026, we entered into a BCA with Kloeckner. Following execution of the BCA, we launched a voluntary public cash takeover offer to all Kloeckner shareholders to tender each Kloeckner Share to us. Subject to the terms and conditions of the Offer Document, upon the Offer Closing, we will pay cash consideration equal to €11.00 per tendered share (subject to any increases either made voluntarily or in accordance with applicable German law) for the Offer. The initial acceptance period for the Offer began on February 5, 2026 upon publication of the Offer Document following its approval by BaFin.

On March 10, 2026, we executed the Offer Amendment. Pursuant to the Offer Amendment, we reduced the minimum acceptance threshold of the Kloeckner Shares required as a condition to the closing of the Offer from at least 65% to at least 57.5% of the Kloeckner Shares at the expiry of the Acceptance Period. In addition, as a result of the Offer Amendment, the Acceptance Period was extended by two weeks pursuant to the WpÜG, and expired on March 26, 2026.

On March 31, 2026, we announced that we had achieved the minimum acceptance threshold of Kloeckner’s issued share capital. Following the expiration, an additional, statutory two-week acceptance period began on April 1, 2026, which will conclude on April 14, 2026, after which we will announce the final results for the Offer. Subject to the Regulatory Condition, we expect the Offer Closing to occur in the second half of 2026. On March 27, 2026, we informed Kloeckner about our firm intention to enter into a DPLTA with Kloeckner immediately after completion of the Offer.

We believe the Proposed Acquisition represents a strong strategic fit by creating a diversified metals processing leader with an enhanced product offering and broader geographic reach. The combined company will benefit from greater scale, shared best practices and operational efficiency.

As of February 28, 2026, we own equity securities of Kloeckner for which it does not have a controlling interest or the ability to exercise significant influence. The Proposed Acquisition has not been completed as of February 28, 2026, and, accordingly, we have not applied acquisition accounting. The results of operations and financial position of Kloeckner are not included in our financial statements. Upon closing of the Proposed Acquisition, we expect to obtain a controlling financial interest and account for the transaction as a business combination. There can be no assurance that the transaction will be completed or that the related financing will be obtained on the terms currently contemplated or at all.

If completed, the Proposed Acquisition is expected to have a material impact on our business, results of operations and financial condition. For more information, see “Part II, Item 1A. Risk Factors—Proposed Acquisition-Related Risks” as well as “Note 9 – Debt,” “Note 2 – Acquisitions,” and Note 14 – Derivative Financial Instruments and Hedging Activities” to the consolidated financial statements contained in Part I, Item 1 of this Form 10-Q.