{"url_path":"/sec/ws/8-k/2026-06-03/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1968487/0001193125-26-254547-index.html","accession_number":"0001193125-26-254547","cik":"0001968487","ticker":"WS","issuer_name":"Worthington Steel, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1968487/0001193125-26-254547-index.html","primary_entity_key":"0001968487","primary_entity_name":"Worthington Steel, Inc."},"word_count":729,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information set forth above in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\nAs of April 14, 2026, 52,389,508 Klöckner Shares had been tendered for acceptance under the Offer and not withdrawn (the “Tendered Shares”). On the Settlement Date, BidCo accepted the transfer of Tendered Shares for consideration of €11.00 per Tendered Share. Together with the Klöckner Shares already held by the Company and its affiliates prior to the Settlement Date, the Company now holds a total of 60,710,791 Klöckner Shares, representing approximately 60.86% of Klöckner’s total outstanding share capital. The total aggregate consideration for the Tendered Shares was €576,284,588. The Company used the net proceeds from its previously announced notes offering denominated in U.S. Dollars and Euros and borrowing under its term loan, together with cash on hand, to fund the Klöckner Acquisition and pay related fees and expenses.\n\nThe foregoing description of the Offer and the BCA, and the transactions contemplated thereby, is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the BCA, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 15, 2026.\n\nOperations of Klöckner During the Transition Period\n\nPrior to the execution (the “Transition Period”) of a Domination and Profit and Loss Transfer Agreement (the “DPLTA”) (as described below), the Company and BidCo, on the one hand, and Klöckner, on the other hand, will continue to operate as independent companies. During the Transition Period, the relationship between the Company and Klöckner will be qualified as a de-facto group within the meaning of Sections 311 et seq. of the German Stock Corporation Act (the “AktG”) and Klöckner’s management board will remain independent and will not be subject to binding instructions from the Company or its subsidiaries. In accordance with German law, during the Transition Period, any measures induced by the Company that result in a disadvantage to Klöckner within the meaning of Section 311 of the AktG must be compensated by the Company.\n\nThe Company intends to negotiate a cooperation agreement and services agreement with Klöckner that together will establish a framework for governing the relationship between the parties during the Transition Period, including cooperation with respect to strategic direction, operations and governance of Klöckner, and the provision of certain sourcing, materials, operational and commercial services between the parties on arm’s length, market-competitive terms, in each case subject to applicable law.\n\nOperations of Klöckner Following Execution of a Domination and Profit and Loss Transfer Agreement\n\nThe Company intends to cause the Company (or one of its subsidiaries) and Klöckner to enter into the DPLTA under Sections 291 et seq. of the AktG. The DPLTA would provide the Company with the right to issue binding instructions to the management board of Klöckner with respect to the management of Klöckner’s business and would obligate Klöckner to transfer its annual profits to the Company. In return, the Company would be required, under the terms of the DPLTA, to (i) compensate Klöckner for any annual losses, (ii) compensate the remaining minority shareholders of Klöckner through a guaranteed annual recurring compensation and (iii) offer to acquire the remaining Klöckner Shares held by such minority shareholders in exchange for fair exit cash compensation, in each case as determined in accordance with applicable German law. The remaining minority shareholders of Klöckner may challenge the adequacy of the recurring compensation or exit compensation through court appraisal proceedings, which could result in court-ordered increases to such amounts.\n\nThe execution and effectiveness of the DPLTA is subject to a number of conditions and procedural requirements under German law, including:\n\n \n\n \n•\n \n\napproval by the supervisory board of Klöckner;\n\n \n\n \n•\n \n\napproval by the general shareholders’ meeting of Klöckner by a vote of at least 75% of the share capital represented at such meeting;\n\n \n\n \n•\n \n\na valuation of Klöckner by a court-appointed independent auditor to determine the adequate amount of the recurring compensation and the exit compensation to be offered to minority shareholders; and\n\n \n\n \n•\n \n\nregistration of the DPLTA with the commercial register of the competent local German court.\n\nThere can be no assurance that the DPLTA will be executed or become effective, or as to the timing thereof."}