Michaune D. Tillman - Dec 1, 2023 Form 4 Insider Report for Worthington Steel, Inc. (WS)

Role
VP, General Counsel and Secy
Signature
/s/ Joseph Y. Heuer, as attorney-in-fact for Michaune D. Tillman
Stock symbol
WS
Transactions as of
Dec 1, 2023
Transactions value $
$0
Form type
4
Date filed
12/5/2023, 06:09 PM
Previous filing
Nov 16, 2023
Next filing
Dec 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WS Common Shares Award +14.2K +510.53% 17K Dec 1, 2023 Direct F1, F2, F3

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 Non-qualified stock option (right to buy) Award +3.23K 3.23K Dec 1, 2023 Common Shares 3.23K $9.58 Direct F1, F4, F5
transaction WS Non-qualified stock option (right to buy) Award +2.58K 2.58K Dec 1, 2023 Common Shares 2.58K $13.10 Direct F1, F4, F5
transaction WS Non-qualified stock option (right to buy) Award +2.26K 2.26K Dec 1, 2023 Common Shares 2.26K $14.79 Direct F1, F4, F5
transaction WS Non-qualified stock option (right to buy) Award +2.26K 2.26K Dec 1, 2023 Common Shares 2.26K $13.29 Direct F1, F4, F5
transaction WS Non-qualified stock option (right to buy) Award +3.88K 3.88K Dec 1, 2023 Common Shares 3.88K $12.05 Direct F1, F4, F5
transaction WS Non-qualified stock option (right to buy) Award +4.52K 4.52K Dec 1, 2023 Common Shares 4.52K $11.44 Direct F1, F4, F5
transaction WS Non-qualified stock option (right to buy) Award +2.58K 2.58K Dec 1, 2023 Common Shares 2.58K $18.64 Direct F1, F4, F6
transaction WS Non-qualified stock option (right to buy) Award +4.2K 4.2K Dec 1, 2023 Common Shares 4.2K $14.37 Direct F1, F4, F7
transaction WS Non-qualified stock option (right to buy) Award +2.26K 2.26K Dec 1, 2023 Common Shares 2.26K $21.51 Direct F1, F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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"). 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.
F2 Represents the grant of restricted stock of WS ("WS Restricted Shares") upon the conversion of restricted stock of WOR held by the Reporting Person as of December 1, 2023 in connection with the Distribution, in accordance with the terms of the EMA. The WS Restricted Shares were granted pursuant to the Worthington Steel, Inc. 2023 Long-Term Incentive Plan in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding restricted stock of WOR. Includes (i) 2,906 WS Restricted Shares that vest on June 25, 2024, (ii) 4,844 WS Restricted Shares that vest on April 27, 2025, (iii) 3,875 WS Restricted Shares that vest on June 24, 2025 and (iv) 2,583 WS Restricted Shares that vest on June 30, 2026.
F3 Includes 2,783 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 Represents the grant of stock options to purchase the Issuer's common shares ("WS Options") upon the conversion of stock options to purchase WOR common shares ("WOR Options") in connection with the Distribution, in accordance with the terms of the EMA. The WS Options were granted pursuant to the Worthington Steel, Inc. Non-Qualified Deferred Compensation Plan (the "NQ Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding WOR Options.
F5 Fully vested and currently exercisable.
F6 Corresponds to the remaining portion of WOR Options initially granted on June 25, 2021 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 25, 2022, June 25, 2023 and June 25, 2024.
F7 Corresponds to the remaining portion of WOR Options initially granted on June 24, 2022 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 24, 2023, June 24, 2024 and June 24, 2025.
F8 Corresponds to the remaining portion of WOR Options initially granted on June 30, 2023 that were outstanding on December 1, 2023, which originally vested 33.33% annually on June 30, 2024, June 30, 2025 and June 25, 2026.