--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-289193" form_type: "8-K" ticker: "WS" cik: "0001968487" company_name: "Worthington Steel, Inc." filed_at: "2023-12-05T23:59:59+00:00" generated_at: "2026-06-07T18:19:29.065407+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Worthington Steel completes spin-off from Worthington Enterprises, begins trading on NYSE under WS ## Summary - Separation effective Dec 1, 2023; each Worthington Enterprises share converted to one Worthington Steel share. - Entered $550M asset-based revolving credit facility with PNC Bank, maturing Nov 30, 2028; proceeds used for $150M cash distribution and general purposes. - Board expanded from 3 to 10 directors; Jeff Klingler resigned; new committee chairs appointed. - Adopted 2023 Long-Term Incentive Plan (8M shares) and 2023 Directors Equity Plan (1M shares) effective Dec 1, 2023. - Credit facility secured by accounts and inventory; interest based on SOFR or base rate plus margin of 1.25%-1.75%. ## SEC filing metadata - accession: 0001193125-23-289193 - form_type: 8-K - ticker: WS - cik: 0001968487 - company_name: Worthington Steel, Inc. - filed_at: 2023-12-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/d591462d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-289193 - JSON: https://secwatch.observer/filing/0001193125-23-289193.json - Plain text: https://secwatch.observer/filing/0001193125-23-289193.txt ## Key facts - Executive change Charles M. Chiappone was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change Jon J. Bowsher was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change Sidney A. Ribeau was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change Mary Schiavo was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change John B. Blystone was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change John H. McConnell II was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change Nancy G. Mistretta was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change Jeff K. Klingler resigned as Director at Worthington Steel, Inc.. - Action: resigned - Role: Director source text: On December 1, 2023, in connection with and effective upon the consummation of the Separation, Jeff K. Klingler resigned from the Board of Directors of Worthington Steel (the “ Board ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Executive change George P. Stoe was appointed as Director at Worthington Steel, Inc.. - Action: appointed - Role: Director source text: John B. Blystone, John H. McConnell II, Sidney A. Ribeau, Mary Schiavo, Nancy G. Mistretta, George P. Stoe, Jon J. Bowsher, and Charles M. Chiappone were appointed to the Board to fill the vacancies created by the increase in the size of the Board and the resignation of Mr. Klingler. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Governance Changes Worthington Steel, Inc.: Amended Articles of Incorporation became effective in connection with the Separation (effective 2023-11-30). - Change: charter amendment - Effective: 2023-11-30 source text: the Company’s Amended Articles of Incorporation and Amended Regulations became effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - Governance Changes Worthington Steel, Inc.: Amended Regulations became effective in connection with the Separation (effective 2023-11-30). - Change: bylaw amendment - Effective: 2023-11-30 source text: the Company’s Amended Articles of Incorporation and Amended Regulations became effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm - M&A Transactions Worthington Steel, Inc. underwent a change of control involving Worthington Enterprises, Inc. for pro rata distribution of 100% of the outstanding common shares of Worthington Steel to holders of record of Worthington Enterprises common shares (closed 2023-12-01). - Action: change of control - Counterparty: Worthington Enterprises, Inc. - Consideration: pro rata distribution of 100% of the outstanding common shares of Worthington Steel to holders of record of Worthington Enterprises common shares - Closing: 2023-12-01 source text: (“ Worthington Steel ,” the “ Company ,” “ we ,” “ us ” or “ our ”) from Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.) (“ Worthington Enterprises ”) was completed. evidence_url: https://www.sec.gov/Archives/edgar/data/1968487/000119312523289193/0001193125-23-289193-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.