8-K current report · filed Jun 3, 2026

Worthington Steel, Inc. (WS) 8-K Current Report: June 3, 2026

Short answer

Worthington Steel, Inc. (WS) filed an 8-K current report with the SEC on June 3, 2026 reporting Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 7.01 (Regulation FD Disclosure). Acquisition closed at €11 per share, with €576.3 million aggregate consideration for tendered Klöckner shares.

Worthington Steel, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 2.01 · Completion of Acquisition or Disposition of Assets

  • Acquisition closed at €11 per share, with €576.3 million aggregate consideration for tendered Klöckner shares
  • Worthington now owns 60,710,791 Klöckner shares, representing approximately 60.86% of outstanding share capital
  • Funding included dollar- and euro-denominated notes, term-loan borrowings, and cash on hand, increasing leverage exposure
  • Klöckner remains independently managed during the transition period, with compensation required for company-induced disadvantages
  • Planned DPLTA could transfer Klöckner profits to Worthington but create loss, minority-compensation, and exit-offer obligations

Item 7.01 · Regulation FD Disclosure

  • Disclosure concerns Worthington Steel’s Klöckner acquisition and anticipated integration, synergies, and combined-company performance
  • Investor focus: execution risks surrounding the cooperation agreement, services agreement, and German-law DPLTA
  • Expected cost synergies and earnings-per-share accretion remain uncertain and could fail to materialize
  • U.S. investors face German-law governance, disclosure, settlement, and enforcement differences
  • Forward-looking statements are subject to integration, customer, supplier, liability, tax, capital expenditure, and indebtedness risks

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