Every material Form 8-K Worthington Steel has filed with the SEC since December 20, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Kloeckner & Co shareholders did not approve the proposed domination and profit and loss transfer agreement (DPLTA) with Worthington Steel GmbH at an extraordinary general meeting in Düsseldorf, so the DPLTA will not become effective. Worthington says it will operate within the existing ownership and governance structure, while the vote's outcome does not affect Kloeckner's consolidation into its financial reporting or its financing arrangements.
Kloeckner shareholders did not give the required approval for the DPLTA at the extraordinary general meeting, and the agreement will not become effective.
Worthington Steel holds approximately 62% of Kloeckner's share capital and voting rights following the takeover offer and delisting tender offer.
Kloeckner's results have been consolidated since the June 2026 acquisition of a majority stake, and the vote does not change this consolidation.
CEO Geoff Gilmore said the vote will affect the timing, mix and manner in which certain goals can be realized, particularly in the near term.
Worthington Steel issued a statement ahead of the Kloeckner & Co SE extraordinary general meeting, scheduled for Friday, October 23, 2026, in Düsseldorf, Germany. The meeting will include a vote on implementing the Domination and Profit and Loss Transfer Agreement (DPLTA) that the two companies signed on September 8, 2026. The filing says the DPLTA takes effect only after Kloeckner shareholder approval and registration with the commercial register, so the outcome matters for shareholders of both companies.
Kloeckner & Co SE extraordinary general meeting set for Friday, October 23, 2026, in Düsseldorf, Germany
DPLTA requires at least 75% of the capital represented to pass
If the vote fails, Worthington Steel will not pursue another DPLTA vote for at least one year from the EGM date
DPLTA was entered into on September 8, 2026, and Kloeckner continues to operate independently until it becomes effective
Worthington Steel reported first-quarter fiscal 2027 results that include Kloeckner & Co following its majority acquisition, with net sales rising 212% to $2.7 billion. The company swung to a $7.0 million loss from continuing operations attributable to controlling interest, compared with $36.8 million of earnings a year earlier, and it declared a $0.16 quarterly dividend.
Net sales were $2,726.6 million, up from $872.9 million, with Kloeckner contributing $1,772.7 million.
Diluted loss per share from continuing operations was $0.14, compared with earnings of $0.73 a year earlier; adjusted diluted EPS was $0.57 versus $0.77.
Interest expense, net, rose to $38.8 million from $2.9 million, and Kloeckner acquisition-related expenses reduced diluted EPS by $0.37.
The board declared a $0.16 dividend per share, payable December 28, 2026, to holders of record on December 14, 2026.
Worthington Steel GmbH, a subsidiary of Worthington Steel, Inc., signed a Domination and Profit and Loss Transfer Agreement (DPLTA) with Kloeckner & Co SE on September 8, 2026. The agreement takes effect only after Kloeckner shareholder approval and registration with the commercial register, no earlier than January 1, 2027, and registration may be delayed by German shareholder litigation. Outside Kloeckner shareholders may take a cash payment of EUR 11.00 per share or an annual payment of EUR 0.67 per share (EUR 0.66 net), and may challenge the terms in appraisal proceedings.
DPLTA signed September 8, 2026 between Worthington Steel GmbH and Kloeckner & Co SE, which follows the completion of Worthington Steel's voluntary takeover offer on June 3, 2026.
Kloeckner's extraordinary general meeting is expected October 23, 2026; approval requires at least 75% of the share capital represented.
Under the DPLTA, outside shareholders can elect EUR 11.00 per share in cash or an annual payment of EUR 0.67 per share (EUR 0.66 net).
Kloeckner shares were delisted from the Frankfurt Stock Exchange's regulated market effective August 12, 2026.
On June 25, 2026, Worthington Steel entered into a $550 million asset-based revolving credit agreement with Wells Fargo as agent, replacing its November 2023 facility with PNC Bank. The new facility matures June 25, 2031, and its proceeds are to fund the Klöckner acquisition transactions, working capital and general corporate purposes. The filing states no borrowing amounts, and shareholders would be affected mainly by the facility's size, cost and covenants.
Credit agreement dated June 25, 2026, provides up to $550 million, with an uncommitted increase of up to $200 million and a committed increase to $650 million before the Klöckner increase termination date.
Former facility, dated November 30, 2023, would have matured November 30, 2028; it was terminated on June 25, 2026, with its security interests released.
Facility matures June 25, 2031 and is secured by substantially all assets of the company and its guarantors.
Borrowings bear interest at base rate plus 0.250% or 0.375%, or term SOFR plus 1.250% or 1.375%, depending on excess availability.
Worthington Steel reported fiscal fourth-quarter 2026 results (three months ended May 31, 2026) with net sales up 12% to $929.2 million but a net loss attributable to controlling interest of $48.7 million, compared with earnings of $55.7 million a year earlier. The loss was driven mainly by $94.5 million of goodwill and long-lived asset impairments in the Electrical Steel unit. The company also issued a corrected results release and said it completed its majority acquisition of Klöckner & Co SE on June 3, 2026.
Net sales rose to $929.2 million from $832.9 million; diluted loss per share was $0.98 versus earnings of $1.10
Operating loss of $57.6 million compared with operating income of $66.4 million, including $94.5 million of impairments
Adjusted diluted EPS was $0.74 versus $1.05 a year earlier
Kloeckner acquisition settled June 3, 2026, giving the company about 62% of Kloeckner's outstanding shares; quarterly dividend of $0.16 payable September 29, 2026
Worthington Steel completed its takeover offer for Klöckner & Co SE on June 3, 2026, after 52,389,508 tendered Klöckner shares were accepted at €11.00 each, bringing its total holding to 60,710,791 shares. The total consideration for the tendered shares was €576,284,588, funded by notes offerings, a term loan and cash on hand. The company also intends to launch a delisting tender offer and a domination agreement with Klöckner, though the filing says there is no assurance either will be completed or when.
Holding: 60,710,791 Klöckner shares, about 60.86% of Klöckner's outstanding share capital, per the 8-K
Consideration: €11.00 per tendered share, €576,284,588 in total for tendered shares
Funding: net proceeds from U.S. dollar and euro notes offering, term loan borrowing and cash on hand
Planned delisting tender offer at €11.00 in cash per share with no minimum acceptance threshold; delisting may reduce Klöckner share liquidity
Worthington Steel issued $700 million of 7.750% senior secured notes due 2033 on June 1, 2026, and entered a $700 million seven-year term loan facility with Wells Fargo. The company says the proceeds will mainly fund its pending acquisition of Kloeckner & Co SE, which it expects to complete on June 3, 2026, and the new secured debt adds to the company's borrowing obligations.
Notes: $700 million of 7.750% senior secured notes due June 1, 2033, with interest paid semiannually from December 1, 2026
Term loan: $700 million seven-year senior secured term loan B, administered by Wells Fargo, National Association
Press release (May 28, 2026): note offering cut from $900 million to $700 million, with term loans raised from $500 million to $700 million
Notes must be redeemed at 100% of issue price if the Klöckner Acquisition is not completed by March 12, 2027
Worthington Steel reported fiscal third-quarter results for the three months ended February 28, 2026, with net sales up 12% to $769.8 million on higher direct volumes and selling prices. Operating income fell to $3.1 million from $18.3 million, and diluted earnings per share were $0.20 versus $0.27, with the filing attributing the rise in selling, general and administrative expense mainly to $15.4 million of professional fees tied to the proposed Kloeckner acquisition. The company also declared a $0.16 quarterly dividend, and the filing does not state a numeric fourth-quarter outlook.
Net sales of $769.8 million, up $82.4 million or 12% from $687.4 million; direct selling prices rose 9%
Operating income of $3.1 million versus $18.3 million; SG&A rose $22.9 million, including $15.4 million of professional fees for the proposed Kloeckner acquisition
Diluted EPS attributable to controlling interest of $0.20 versus $0.27; adjusted diluted EPS of $0.27 versus $0.35
Quarterly dividend of $0.16 per share, payable June 26, 2026, to shareholders of record on June 12, 2026
Worthington Steel GmbH, a wholly owned indirect subsidiary of Worthington Steel, amended its voluntary cash takeover offer for Klöckner & Co SE by lowering the minimum acceptance threshold from at least 65% to at least 57.5% of Kloeckner shares and extending the acceptance period to March 26, 2026. As of March 9, 2026, the company said it had secured approximately 56.9% of Kloeckner's issued share capital, so completion still depends on reaching the lower threshold. The company said it will not increase the €11.00 per share offer price or make further changes to the offer.
Minimum acceptance threshold reduced from at least 65% to at least 57.5% of Kloeckner shares.
Acceptance period, originally expiring March 12, 2026, now expires March 26, 2026, subject to possible further extension.
As of March 9, 2026, Worthington Steel had secured approximately 56.9% of Kloeckner's issued share capital.
Offer is €11.00 in cash per share, described as a 98% premium to Kloeckner's undisturbed three-month volume-weighted average share price on December 5, 2025.
On January 15, 2026, Worthington Steel and its German subsidiary Worthington Steel GmbH signed a business combination agreement with Kloeckner & Co SE, under which the subsidiary will launch a voluntary cash takeover offer for Kloeckner shares at €11.00 each. The company expects the deal to be substantially accretive to EPS within the first full year and to generate about $150 million of annual run-rate synergies, but it anticipates pro forma net leverage of about 4.0x at closing, with a goal of getting below 2.5x within 24 months.
Offer price is €11.00 in cash per Kloeckner share, with closing conditions including acceptance by holders of at least 65% of Kloeckner shares.
SWOCTEM GmbH, which owns approximately 42% of Kloeckner shares, agreed in an Irrevocable Undertaking to accept the offer.
The company's Equity Commitment Letter provides financing of up to €1,632,000,000, and Worthington expects pro forma net leverage of about 4.0x including synergies at closing.
Closing is expected in the second half of calendar 2026, and the regulatory condition must be satisfied by the Long Stop Date, 12 months after the initial acceptance period expires.
Worthington Steel reported fiscal 2026 second-quarter results for the three months ended November 30, 2025, with net sales up 18% and net earnings attributable to the controlling interest up to $18.8 million from $12.8 million. The board also declared a quarterly dividend of $0.16 per share, which shareholders of record on March 13, 2026 will receive on March 27, 2026.
Net sales of $871.9 million, up from $739.0 million a year earlier, driven mainly by higher direct volumes
Diluted EPS attributable to controlling interest of $0.37 vs. $0.25; adjusted diluted EPS of $0.38 vs. $0.19
Operating income of $21.7 million vs. $18.9 million; toll volumes fell 24% year over year
Quarterly dividend of $0.16 per share, payable March 27, 2026, to holders of record on March 13, 2026
Worthington Steel reported first-quarter fiscal 2026 results for the three months ended August 31, 2025, with net sales up 5% to $872.9 million and net earnings attributable to the company up to $36.8 million from $28.4 million a year earlier. The company also declared a $0.16 per share quarterly dividend and held its annual meeting, where shareholders re-elected directors and approved the executive pay proposal, but operating cash flow turned negative at $5.0 million.
Diluted EPS was $0.72 versus $0.56; adjusted diluted EPS was $0.77 versus $0.56.
Operating income rose to $48.3 million from $43.4 million; adjusted EBIT was $54.9 million versus $39.4 million.
Net cash used in operating activities was $5.0 million, compared with $54.6 million provided a year earlier; free cash flow was negative $34.4 million.
Quarterly dividend of $0.16 per share is payable December 26, 2025, to holders of record on December 12, 2025.
Worthington Steel reported fourth-quarter fiscal 2025 net sales of $832.9 million, down 9% from a year earlier, with lower average selling prices driving the decline. Diluted EPS rose to $1.10 from $1.06 on a GAAP basis, but adjusted EPS was $1.05 versus $1.06, and full-year diluted EPS fell to $2.19 from $3.11. The company also declared a $0.16 quarterly dividend and disclosed a director retirement and a new director appointment.
Q4 net sales $832.9 million vs. $911.0 million; operating income $66.4 million vs. $67.3 million
Q4 diluted EPS $1.10 (GAAP) vs. $1.06; adjusted EPS $1.05 vs. $1.06
Full-year FY2025 net sales $3,093.3 million vs. $3,430.6 million; diluted EPS $2.19 vs. $3.11
Quarterly dividend of $0.16 per share payable September 26, 2025; Carl A. Nelson Jr. retires from the Board September 24, 2025; Mark C. Davis appointed director June 25, 2025
Tempel Canada Company, a Worthington Steel subsidiary, signed a letter of offer on March 25, 2025 with Business Development Bank of Canada for a loan of up to CAD $57.5 million to build a new manufacturing facility in Burlington, Ontario. Worthington Steel will guarantee part of the loan and provide cost overrun and completion guarantees, which adds financial exposure for the parent company.
BDC committed up to CAD $57.5 million, subject to customary closing conditions; the loan matures June 1, 2051
Worthington Steel guarantees Tempel Canada's loan obligations, limited to 20% of the loan amount on the date of any demand, with release possible once the balance reaches CAD $40 million
Loan is secured by a mortgage on the Burlington property and a lien on certain equipment; draw period lapses March 21, 2026 unless extended
Tempel Canada must maintain a Total Debt to Tangible Equity Ratio of 1.0 to 1.0 and a Fixed Charge Coverage Ratio of 1.15 to 1.0, tested annually
Worthington Steel reported fiscal 2025 third-quarter net sales of $687.4 million, down 15% from $805.8 million a year earlier, as lower volume and lower selling prices reduced gross margin. Net earnings attributable to controlling interest fell to $13.8 million, or $0.27 per diluted share, from $49.0 million, or $0.98, and the company also declared a $0.16 quarterly dividend.
Net sales of $687.4 million vs $805.8 million in the prior-year quarter, down 15%
Operating income of $18.3 million vs $66.3 million; $7.4 million of asset impairments were recognized
Net earnings per diluted share of $0.27 vs $0.98; adjusted per diluted share of $0.35 vs $0.99
Quarterly dividend of $0.16 per share, payable June 27, 2025, to holders of record on June 13, 2025
Worthington Steel reported fiscal second-quarter 2025 results for the three months ended November 30, 2024. Net sales fell 9% to $739.0 million, but operating income rose to $18.9 million from an operating loss a year earlier, and net earnings attributable to controlling interest reached $12.8 million, or $0.25 per diluted share, compared with a loss of $0.12 per share. The filing also reports the appointment of a new director and a quarterly dividend of $0.16 per share.
Net sales of $739.0 million, down 9% from $808.0 million a year earlier, driven primarily by lower volumes and direct selling prices
Operating income of $18.9 million, compared with an operating loss of $8.8 million in the prior-year quarter
Diluted EPS attributable to controlling interest of $0.25, compared with a loss of $0.12; adjusted diluted EPS was $0.19 versus $0.11
Scott Kelly appointed to the board on December 18, 2024; quarterly dividend of $0.16 per share payable March 28, 2025
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