Worthington Steel, Inc.
For the period ended Aug 31, 2026. Filed Oct 13, 2026.
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Aug 31, 2026 · Filed Oct 13, 2026
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Item 5. Other Information
During the first quarter of fiscal 2027, no directors or officers (as defined under Rule 16a-1 of the Exchange Act)adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
Information Provided in Lieu of Filing a Current Report on Form 8-K under Item 5.02
Severance Plan for Executives
On October 6, 2026, the Board of Directors (the "Board") of the Company approved and adopted the Worthington Steel, Inc. Severance Plan for Executives (the "Severance Plan"), effective October 6, 2026.
The Severance Plan covers the Company's Chief Executive Officer, Executive Chairman and Vice Presidents or above reporting to the Chief Executive Officer or Chief Operating Officer, other than executives with individual severance agreements. Benefits are payable upon a termination without "Cause" or a resignation for "Good Reason" (each as defined in the Severance Plan).
Outside a change in control, participants receive salary continuation equal to 1.0x (1.5x for the Chief Executive Officer and Executive Chairman) the sum of annual base salary and target annual incentive. For a qualifying termination within two years following a change in control, participants instead receive a lump sum equal to 2.0x (3.0x for the Chief Executive Officer and Executive Chairman) that amount. Participants also receive subsidized COBRA coverage for up to 18 months and outplacement services. Benefits are conditioned on a release of claims, and change in control benefits are subject to a Section 280G cutback with no excise tax gross-up.
The foregoing summary of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan. A copy of the Severance Plan is filed as Exhibit 10.14 to this Current Report on Form 8-K and is incorporated herein by reference.
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