Worthington Steel, Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On September 8, 2026, Worthington Steel GmbH, a limited liability company under German law (“Worthington Steel GmbH”) and an indirect wholly-owned subsidiary of Worthington Steel, Inc. (the “Company”), as the controlling company, entered into a Domination and Profit and Loss Transfer Agreement (the “DPLTA”) with Klöckner & Co SE, a European stock corporation (Societas Europaea) incorporated under the laws of Germany (“Kloeckner”), as the controlled company. The effectiveness of the DPLTA remains subject to (i) the approval of the DPLTA by Kloeckner’s general meeting with a qualified majority and Worthington Steel GmbH’s shareholder’s meeting and (ii) the registration of the DPLTA with the commercial register (Handelsregister) of the local court (Amtsgericht) at the registered seat of Kloeckner, with effectiveness to occur no earlier than January 1, 2027. While Kloeckner is expected to apply for registration of the DPLTA without undue delay after the expiry of the statutory contestation period for the general meeting resolution, registration may be delayed considerably pending potential shareholder litigation, if any, in Germany. Under the DPLTA, when effective and subject to certain limitations pursuant to applicable law, (i) Worthington Steel GmbH will be entitled to issue binding instructions to the management board of Kloeckner, (ii) Kloeckner will transfer all of its annual profits to Worthington Steel GmbH, subject to, among other things, the creation or dissolution of certain reserves, and (iii) Worthington Steel GmbH will generally absorb all annual losses incurred by Kloeckner. Additionally, according to the terms and conditions of the DPLTA, Worthington Steel GmbH will offer, at the election of each outside shareholder of Kloeckner, (i) to acquire the shares of such shareholder for a cash compensation of EUR 11.00 per share pursuant to Section 305 of the German Stock Corporation Act (Aktiengesetz, “AktG”), or (ii) to pay such shareholder a recurring annual compensation payment pursuant to Section 304 of the AktG in a gross amount of EUR 0.67 per share (EUR 0.66 net under the current taxation regime) for each full fiscal year of Kloeckner. The adequacy of both forms of compensation may be challenged by outside shareholders of Kloeckner via court-led appraisal proceedings (Spruchverfahren) under Ge