John H. McConnell II - Dec 1, 2023 Form 4 Insider Report for Worthington Steel, Inc. (WS)

Role: Director
Signature: /s/Joseph Y. Heuer, as attorney-in-fact for John H. McConnell II
Stock symbol: WS
Transactions as of: Dec 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/5/2023, 06:44 PM
Previous filing: Nov 20, 2023
Next filing: Dec 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WS	Common Shares	Award	$0	+5.18K	+18.66%	$0.00	33K	Dec 1, 2023	Direct	F1, F2, F3
holding	WS	Common Shares						245	Dec 1, 2023	By Spouse	F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WS	Phantom Stock Acquired Under Deferred Compensation Plan	Award		+48			48	Dec 1, 2023	Common Shares	48		Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	An award of restricted stock was granted pursuant to the Worthington Steel, Inc. 2023 Equity Incentive Plan for Non-Employee Directors. The restricted stock will vest on the Issuer's annual meeting of shareholders in 2024.
F2	On December 1, 2023, Worthington Enterprises, Inc. (f/k/a Worthington Industries, Inc.) ("WOR") completed a pro rata spin-off distribution (the "Distribution") of all of its common shares of the Issuer to the holders of record of WOR common shares as of November 21, 2023 (the "Record Date").
F3	Includes 27,774 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date.
F4	Includes 245 of the Issuer's common shares received in connection with the Distribution in respect of WOR common shares held as of the Record Date.
F5	In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of November 30, 2023, by and between WOR and the Issuer (the "EMA"), all outstanding equity awards with respect to WOR common shares held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common shares, with such equitable adjustments determined based on (i) the closing price of one WOR common share on the close of trading on November 30, 2023 and (ii) the closing price of one Issuer common share on December 1, 2023.
F6	=Represents unfunded theoretical common shares (i.e. phantom stock) of the Issuer ("WS Phantom Shares") credited to a bookkeeping account for the benefit of the Reporting Person under the Worthington Steel, Inc. Deferred Compensation Plan for Directors upon conversion of unfunded theoretical common shares of WOR ("WOR Phantom Shares") previously credited to a bookkeeping account for the benefit of the Reporting Person under a WOR plan in connection with the Distribution, in accordance with the terms of the EMA. The WS Phantom Shares are generally subject to the same terms and conditions as applicable to the corresponding WOR Phantom Shares. The WS Phantom Shares credited to the Reporting Person's account track common shares of the Issuer on a one-for-one basis. Distributions are made only in common shares of the Issuer and generally commence upon the Reporting Person leaving the Board of Directors of the Issuer.