{"url_path":"/sec/ws/8-k/2026-06-03/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","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":1644,"has_tables":true,"body_markdown":"Item 9.01.\n\nFinancial Statements and Exhibits.\n\n(a) Financial Statements of Business Acquired.\n\nThe Company intends to file financial statements required by this Item 9.01(a) with respect to the Klöckner Acquisition described in Item 2.01 of this Current Report on Form 8-K under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.\n\n(b) Pro Forma Financial Information.\n\nThe Company intends to file pro forma financial information required by this Item 9.01(b) with respect to the Klöckner Acquisition described in Item 2.01 of this Current Report on Form 8-K under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.\n\n(d) Exhibits.\n\n \n\nExhibit\nNo.\n\n  \n\nDocument Description\n\n99.1*\n  \n[Press Release, dated June 3, 2026](d31520dex991.htm)\n\n104\n  \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n*\n\nThe information “furnished” in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.\n\nImportant Information\n\nThis Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The Offer was made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (“WpÜG”) and certain securities laws provisions of the United States of America (the “United States” or “U.S.”). The Offer was not made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). No announcements, registrations, approvals or authorizations for the Offer were made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Subject to the exceptions described in the offer document, as amended, and any exemptions granted by the relevant regulatory authorities, the Offer was not made, directly or indirectly, in any jurisdiction where to do so would have constituted a violation of applicable national law.\n\nThe Offer related to shares in a German company and was subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to BidCo and Klöckner included elsewhere, including in the offer document, as amended, was\n\nprepared in accordance with provisions applicable in the Federal Republic of Germany and was not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany. The Offer was not submitted to the review or registration procedures of any securities regulator outside of Germany and was not approved or recommended by any other securities regulator. Klöckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the Offer was made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that Klöckner is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer was made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and was principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The Offer was made to Klöckner’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Klöckner to whom the Offer was made. To the extent that the Offer was subject to U.S. securities laws, such laws applied only to Klöckner shareholders in the United States, and no other person has any claims under such laws.\n\nBidCo and its affiliates or affiliates of its financial advisor reserved the right to directly or indirectly purchase or arrange to purchase Klöckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Klöckner shares outside of the Offer, provided that such purchases or arrangements to purchase were not made in the United States and complied with the applicable German statutory provisions, in particular the WpÜG. Information about such purchases or arrangements to purchase, including the number of Klöckner shares purchased and the consideration paid, was published in German and English language without undue delay to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.\n\nAny agreement concluded with BidCo as a result of the acceptance of the Offer is governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the Offer under the U.S. Securities Act of 1933, as amended (or other laws known to them) because BidCo and Klöckner are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Klöckner’s plans, objectives, expectations and intentions related to the integration of the Klöckner Acquisition, the execution and effectiveness of the cooperation agreement, the services agreement and/or the DPLTA, the expected benefits and synergies of the Klöckner Acquisition, the future financial condition and performance of the combined company, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates,” “estimates,” “intends,” “plans,” “assumes,” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Klöckner’s respective businesses and the integration of the Klöckner Acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the combined company to successfully integrate Klöckner’s operations and realize the expected benefits and synergies of the Klöckner Acquisition on the anticipated timeline or at all, (ii) the ability of the Company to cause the execution and effectiveness of the cooperation agreement, the services agreement and/or the DPLTA, including, with respect to the DPLTA, the satisfaction of procedural requirements under German law, (iii) the effects of the Klöckner Acquisition on Worthington Steel’s and Klöckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the combined company’s operations, (iv) the potential impact of the consummation of the Klöckner Acquisition on relationships with customers, suppliers and other third parties, (v) the ability of the combined company to achieve the anticipated cost synergies or accretion\n\nto earnings per share, and (vi) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This Current Report on Form 8-K speaks only as of the date hereof. Each of Worthington Steel and Klöckner disclaims any duty to update the information herein.\n\n \n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \nWORTHINGTON STEEL, INC.\n\nDate: June 3, 2026\n \n\n \nBy:\n \n\n/s/ Joseph Y. Heuer\n\n \n \n \n \nName:\n \nJoseph Y. Heuer\n\n \n \n \n \nTitle:\n \nVice President - General Counsel and Secretary"}